CGNT 20-F DEF-14A Report Jan. 31, 2022 | Alphaminr
Cognyte Software Ltd.

CGNT 20-F Report ended Jan. 31, 2022

COGNYTE SOFTWARE LTD.
CIK: 1824814
Filing Type: 20-F/A
Report Date: 2022-01-31
Download URL: https://www.sec.gov/Archives/edgar/data/1824814/000182481422000016/cgnt-20220131.htm
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TABLE OF CONTENTS
Part I: Gender IdentityPart Ii: Demographic BackgroundItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description Of Securities Other Than Equity SecuritiesPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications To The Rights Of Security Holders and Use OfItem 15. Controls and ProceduresItem 16. A. Audit Committee and Financial ExpertItem 16. B. Code Of EthicsItem 16. C. Principal Accountant Fees and ServicesItem 16. D. Exemptions From The Listing Standards For Audit CommitteesItem 16. E. Purchases Of Equity Securities By The Issuer and Affiliated PurchasersItem 16. F. Change in Registrant S Certifying AccountantItem 16. G. Corporate GovernanceItem 16. H. Mine Safety DisclosureItem 16. I. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. Exhibits

Exhibits

1.1 Articles of Associationof Cognyte Software Ltd. (incorporated by reference to Exhibit 1.1 toAmendment No.1 tothe RegistrantsRegistration Statementon Form 20-F filed with the SEC on January 14, 2021). 2.1 Specimen of ShareCertificatefor Cognytes Ordinary Shares (incorporated by reference to Exhibit 2.1 toAmendment No. 1 to theRegistrants Registration Statementon Form 20-F filed with the SEC on January 14, 2021). 2.2 Description ofSecurities(incorporated by reference to Exhibit 2.2 to the Registrants Annual Report on Form 20-F filed with the SEC on April 29, 2021). 2.3 Form of Separation and Distribution Agreement (incorporated by reference to Exhibit 2.2 toAmendment No. 1 tothe RegistrantsRegistrationStatementon Form 20-F filed with the SEC on January 14, 2021). 4.1 Form of Tax Matters Agreement (incorporated by reference to Exhibit 4.1 toAmendment No. 1 tothe RegistrantsRegistration Statementon Form 20-F filed with the SEC on January 14, 2021). 4.2 Form of Employee Matters Agreement incorporated by reference to Exhibit 4.2 toAmendment No. 1 tothe RegistrantsRegistration Statementon Form 20-F filed with the SEC on January 14, 2021). 4.3 Form of Transition Services Agreement (incorporated by reference to Exhibit 4.3 toAmendment No. 1 tothe RegistrantsRegistration Statementon Form 20-F filed with the SEC on January 14, 2021). 4.4 Form of Intellectual Property Cross License Agreement (incorporated by reference to Exhibit 4.4 toAmendment No.1 tothe RegistrantsRegistration Statementon Form 20-F filed with the SEC on January 14, 2021). 4.5 Form of Trademark Cross License Agreement (incorporated by reference to Exhibit 4.5 toAmendment No. 1 tothe RegistrantsRegistration Statementon Form 20-F filed with the SEC on January 14, 2021). 4.6*** Form of Cognyte Software Ltd. 2021 Share Incentive Plan (incorporated by reference to Exhibit 4.6 toAmendment No. 1 tothe RegistrantsRegistration Statementon Form 20-F filed with the SEC on January 14, 2021). 4.7*** Form of Indemnification Agreement (incorporated by reference to Exhibit 4.7 toAmendment No. 1 tothe RegistrantsRegistrationStatementon Form 20-F filed with the SEC on January 14, 2021). 4.8*** Form of Compensation Policy for Executive Officers and Directors (incorporated by reference to Exhibit 4.8 toAmendment No. 1 tothe RegistrantsRegistration Statementon Form 20-F filed with the SEC on January 14, 2021). 4.9 Credit Facility, dated December 27, 2020, among Cognyte Technologies Israel Ltd., as borrower, Cognyte Software Ltd., as guarantor, and Bank Leumi Le-Israel B.M., as lender (incorporated by reference to Exhibit 4.9 toAmendment No. 1 tothe RegistrantsRegistration Statementon Form 20-F filed with the SEC on January 14, 2021). 4.10 Credit Facility, dated December 27, 2020, among Cognyte Technologies Israel Ltd., as borrower or guarantor, Cognyte Software Ltd., as borrower or guarantor, and Bank Hapoalim B.M., as lender (incorporated by reference to Exhibit 4.10 toAmendment No.1 tothe RegistrantsRegistration Statementon Form 20-F filed with the SEC on January 14, 2021). 8.1* List of Subsidiaries 12.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(d) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 12.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(d) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 13.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 13.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 15.1* Consent ofBrightman Almagor Zohar & Co. 15.2 Letter of Deloitte & Touche LLP dated April 29, 2021(incorporated by reference to Exhibit 15.2 of the Registrants Annual Report on Form 20-F filed with the SEC on April 29, 2021). 15.3* Consent of Deloitte & Touche LLP