6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the Month of April 2023

Commission file number 0-30070

AUDIOCODES LTD.

(Translation of registrant’s name into English)

1 Hayarden Street • Airport City, Lod 7019900 • ISRAEL

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

On April 10, 2023, AudioCodes Ltd. (the “Registrant”) issued two press releases announcing the Registrant’s preliminary financial results for first quarter of 2023, the Registrant’s reporting date for first quarter of 2023 and other matters.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AUDIOCODES LTD.
	(Registrant)
	By:	/s/ NIRAN BARUCH
		Niran Baruch
		Vice President Finance and
		Chief Financial Officer
Dated: April 10, 2023

EXHIBIT INDEX

Exhibit No.	Description
1	Press release, dated April 10, 2023, announcing preliminary range of financial results for first quarter 2023.
2	Press release, dated April 10, 2023, announcing first quarter 2023 reporting date.

EX-1

Exhibit 1

AudioCodes Press Release

Company Contact
Niran Baruch, VP Finance & Chief Financial Officer AudioCodes Tel: +972-3-976-4000 niran.baruch@audiocodes.com	Roger L. Chuchen VP, Investor Relations AudioCodes Tel: 732-652-1091 Mobile: 347-752-0780 roger.chuchen@audiocodes.com

AudioCodes Announces Preliminary Range of Financial Results for First Quarter 2023

Lod, Israel – April 10, 2023 -- AudioCodes (NASDAQ: AUDC), a leading vendor of advanced communications software, products and productivity solutions for the digital workplace, today announced that revenues for the first quarter of 2023 are anticipated to be lower than previously estimated internally when the Company provided guidance for the full year in February 2023. Based on initial analysis, we now believe financial results to be as follows:

· Revenues in the first quarter are now expected to be in the range of $58.5 million to $60 million, approximately 10% to 12% lower than the first quarter of 2022.

· Non-GAAP diluted net income per share for the first quarter of 2023 is expected to be in the range of $0.07 to $0.09.

· Net cash provided by operating activities for the first quarter 2023 is expected to be in the range of $2 million to $3 million.

Mr. Shabtai Adlersberg, President and CEO of AudioCodes, said: "Our first quarter results were impacted by general uncertainty in key global economies affecting customers’ spending decisions, with demand weakness concentrated mainly in the EMEA region. In addition, we saw North America service providers more tightly manage their inventories, which contributed to revenue decline. We intend to revise our outlook and guidance for 2023 at the time of our first quarter 2023 financial results conference call scheduled for May 9, 2023 as well as announce our plans to align our operating expenses for the year to our current business environment."

Follow AudioCodes’ social media channels:

AudioCodes invites you to join our online community and follow us on: AudioCodes Voice Blog, LinkedIn, Twitter, Facebook, and YouTube.

About AudioCodes

AudioCodes Ltd. (NASDAQ, TASE: AUDC) is a leading vendor of advanced communications software, products and productivity solutions for the digital workplace. AudioCodes enables enterprises and service providers to build and operate all-IP voice networks for unified communications, contact centers, and hosted business services. AudioCodes offers a broad range of innovative products, solutions and services that are used by large multi-national enterprises and leading tier-1 operators around the world.

AudioCodes Announces Preliminary Range of Financial Results for First Quarter 2023 Page 1 of 2

AudioCodes Press Release

For more information on AudioCodes, visit http://www.audiocodes.com .

Statements concerning AudioCodes' business outlook or future economic performance; product introductions and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are "forward-looking statements'' as that term is defined under U.S. Federal securities laws. Forward-looking statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from those stated in such statements. These risks, uncertainties and factors include, but are not limited to: the effect of global economic conditions in general and conditions in AudioCodes' industry and target markets in particular; shifts in supply and demand; market acceptance of new products and the demand for existing products; the impact of competitive products and pricing on AudioCodes' and its customers' products and markets; timely product and technology development, upgrades and the ability to manage changes in market conditions as needed; possible need for additional financing; the ability to satisfy covenants in the Company's loan agreements; possible disruptions from acquisitions; the ability of AudioCodes to successfully integrate the products and operations of acquired companies into AudioCodes' business; and other factors detailed in AudioCodes' filings with the U.S. Securities and Exchange Commission. AudioCodes assumes no obligation to update the information in this release.

©2023 AudioCodes Ltd. All rights reserved. AudioCodes, AC, HD VoIP, HD VoIP Sounds Better, IPmedia, Mediant, MediaPack, What's Inside Matters, OSN, SmartTAP, User Management Pack, VMAS, VoIPerfect, VoIPerfectHD, Your Gateway To VoIP, 3GX, VocaNom, AudioCodes One Voice, AudioCodes Meeting Insights and AudioCodes Room Experience are trademarks or registered trademarks of AudioCodes Limited. All other products or trademarks are property of their respective owners. Product specifications are subject to change without notice.

AudioCodes Announces Preliminary Range of Financial Results for First Quarter 2023 Page 2 of 2

EX-2

Exhibit 2

AudioCodes Press Release

Company Contact
Niran Baruch, VP Finance & Chief Financial Officer AudioCodes Tel: +972-3-976-4000 niran.baruch@audiocodes.com	Roger L. Chuchen VP, Investor Relations AudioCodes Tel: 732-652-1091 Mobile: 347-752-0780 roger.chuchen@audiocodes.com

AudioCodes Announces First Quarter 2023 Reporting Date

Lod, Israel – April 10, 2023 -- AudioCodes (NASDAQ: AUDC), a leading vendor of advanced communications software, products and productivity solutions for the digital workplace, today announced that it will release financial results for its first quarter 2023 on Tuesday, May 9, 2023, before the market open on NASDAQ, reflecting the quarterly period ended March 31, 2023. AudioCodes' financial results will be released over the news wires and will also be posted on its corporate website.

On Tuesday, May 9, 2023 at 8:30 a.m. Eastern Time, AudioCodes will conduct a conference call to discuss the first quarter 2023 results, which will be webcasted simultaneously. The call will be hosted by Shabtai Adlersberg, AudioCodes' President and Chief Executive Officer, and Niran Baruch, AudioCodes' Chief Financial Officer.

Investors are invited to listen to the call live by dialing 888-506-0062 in the USA or +1 973-528-0011 internationally or via webcast on the AudioCodes investor website at http://www.audiocodes.com/investors-lobby. Please visit the website at least 15 minutes prior to the call to register, download, and install any necessary audio software. A replay of the call will be available on the AudioCodes investor website approximately two hours after the conference call has ended.

Follow AudioCodes’ social media channels:

AudioCodes invites you to join our online community and follow us on: AudioCodes Voice Blog, LinkedIn, Twitter, Facebook, and YouTube.

About AudioCodes

AudioCodes Ltd. (NASDAQ, TASE: AUDC) is a leading vendor of advanced communications software, products and productivity solutions for the digital workplace. AudioCodes enables enterprises and service providers to build and operate all-IP voice networks for unified communications, contact centers, and hosted business services. AudioCodes offers a broad range of innovative products, solutions and services that are used by large multi-national enterprises and leading tier-1 operators around the world.

For more information on AudioCodes, visit http://www.audiocodes.com .

Statements concerning AudioCodes' business outlook or future economic performance; product introductions and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are "forward-looking statements'' as that term is defined under U.S. Federal securities laws. Forward-looking statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from those stated in such statements. These risks, uncertainties and factors include, but are not limited to: the effect of global economic conditions in general and conditions in AudioCodes' industry and target markets in particular; shifts in supply and demand; market acceptance of new products and the demand for existing products; the impact of competitive products and pricing on AudioCodes' and its customers' products and markets; timely product and technology development, upgrades and the ability to manage changes in market conditions as needed; possible need for additional financing; the ability to satisfy covenants in the Company's loan agreements; possible disruptions from acquisitions; the ability of AudioCodes to successfully integrate the products and operations of acquired companies into AudioCodes' business; and other factors detailed in AudioCodes' filings with the U.S. Securities and Exchange Commission. AudioCodes assumes no obligation to update the information in this release.

AudioCodes Announces First Quarter 2023 Reporting Date Page 1 of 2

AudioCodes Press Release

©2023 AudioCodes Ltd. All rights reserved. AudioCodes, AC, HD VoIP, HD VoIP Sounds Better, IPmedia, Mediant, MediaPack, What's Inside Matters, OSN, SmartTAP, User Management Pack, VMAS, VoIPerfect, VoIPerfectHD, Your Gateway To VoIP, 3GX, VocaNom, AudioCodes One Voice, AudioCodes Meeting Insights and AudioCodes Room Experience are trademarks or registered trademarks of AudioCodes Limited. All other products or trademarks are property of their respective owners. Product specifications are subject to change without notice.

AudioCodes Announces First Quarter 2023 Reporting Date Page 2 of 2