Audiocodes Ltd received an amended Schedule 13G showing that a Value Base-affiliated investment structure reports beneficial ownership of 2,790,432 Ordinary Shares, equal to 10.41% of the company’s Ordinary Shares. This percentage is based on 26,806,992 shares outstanding as of February 4, 2026, as reported on the Israeli Maya system.
The shares are held directly by Value Base Fund Limited Partnership, with control entities including Value Base Fund General Partner Ltd., Value Base Fund Management Ltd., Value Base Ltd., and individuals Victor Shamrich and Ido Nouberger. The reporting persons expressly disclaim beneficial ownership of the securities and also disclaim that they form a “group” under U.S. securities law. They certify the holdings are not for the purpose of changing or influencing control of Audiocodes.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Audiocodes Ltd
(Name of Issuer)
Ordinary Shares, nominal value NIS 0.01 per share
(Title of Class of Securities)
M15342104
(CUSIP Number)
02/04/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
M15342104
1
Names of Reporting Persons
Value Base Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,790,432.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,790,432.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,790,432.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.41 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Percentage reported in Item 11 is based on 26,806,992 Ordinary Shares outstanding as of February 4, 2026 (as reported on Maya, the reporting system used by Israeli public companies ("Maya")).
SCHEDULE 13G
CUSIP No.
M15342104
1
Names of Reporting Persons
Victor Shamrich
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,790,432.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,790,432.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,790,432.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.41 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Percentage reported in Item 11 is based on 26,806,992 Ordinary Shares outstanding as of February 4, 2026 (as reported on Maya).
SCHEDULE 13G
CUSIP No.
M15342104
1
Names of Reporting Persons
Ido Nouberger
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,790,432.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,790,432.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,790,432.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.41 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Percentage reported in Item 11 is based on 26,806,992 Ordinary Shares outstanding as of February 4, 2026 (as reported on Maya).
SCHEDULE 13G
CUSIP No.
M15342104
1
Names of Reporting Persons
Value Base Fund Management Ltd. for Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund Limited Partnership
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,790,432.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,790,432.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,790,432.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.41 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Percentage reported in Item 11 is based on 26,806,992 Ordinary Shares outstanding as of February 4, 2026 (as reported on Maya).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Audiocodes Ltd
(b)
Address of issuer's principal executive offices:
6 Ofra Haza Street, Or Yehuda, Israel, 6032303
Item 2.
(a)
Name of person filing:
This statement is filed on behalf of each of the following, which will be referred to hereinafter, individually as a "Reporting Person" and collectively as the "Reporting Persons":
Value Base Ltd.
Victor Shamrich
Ido Nouberger
Value Base Fund Management Ltd. for Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund Limited Partnership
(b)
Address or principal business office or, if none, residence:
Address of the Principal Business Office of each of the Reporting Persons is:
23 Yehuda Halevi St., Tel-Aviv 6513601, Israel
(c)
Citizenship:
Each of the Reporting Person is a citizen of or organized under the laws of the State of Israel
(d)
Title of class of securities:
Ordinary Shares, nominal value NIS 0.01 per share
(e)
CUSIP No.:
M15342104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Incorporated by reference to Item 9 of the cover page for each Reporting Person.
The securities reported herein are beneficially owned as follows: 2,790,432 Ordinary Shares owned directly by Value Base Fund Limited Partnership, a Cayman Islands limited partnership.
The general partner of Value Base Fund Limited Partnership is Value Base Fund General Partner Ltd., an Israeli private company (the "VBF General Partner"), which has delegated its management responsibilities to a management company, Value Base Fund Management Ltd., an Israeli private company (the "Management Company").
Each of the VBF General Partner and the Management Company is controlled by Value Base Ltd., which directly and indirectly holds a majority of the shares of each such company. Value Base Ltd., an Israeli company, is controlled by Messrs Victor Shamrich and Ido Nouberger.
This Statement shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner of any of the securities covered by this Statement, and each Reporting Person disclaims beneficial ownership of any such securities. In addition, the Reporting Persons and other entities named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the Reporting Persons and other entities named in this Schedule 13G disclaims the existence of any such group.
(b)
Percent of class:
Incorporated by reference to Item 11 of the cover page for each Reporting Person.
Percentage reported in Item 11 is based on 26,806,992 Ordinary Shares outstanding as of February 4, 2026 (as reported on Maya).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Incorporated by reference to Item 5 of the cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
Incorporated by reference to Item 6 of the cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
Incorporated by reference to Item 7 of the cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
Incorporated by reference to Item 8 of the cover page for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Value Base Ltd.
Signature:
/s/ Ido Nouberger
Name/Title:
Ido Nouberger/CEO
Date:
02/05/2026
Victor Shamrich
Signature:
/s/ Victor Shamrich
Name/Title:
Victor Shamrich/Chairman
Date:
02/05/2026
Ido Nouberger
Signature:
/s/ Ido Nouberger
Name/Title:
Ido Nouberger
Date:
02/05/2026
Value Base Fund Management Ltd. for Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund Limited Partnership
Signature:
/s/ Ido Nouberger
Name/Title:
Ido Nouberger/Director*
Date:
02/05/2026
Signature:
/s/ Victor Shamrich
Name/Title:
Victor Shamrich/Director*
Date:
02/05/2026
Comments accompanying signature: * Signature authority provided in Exhibit 2 to this statement on Schedule 13G.
Exhibit Information
Exhibit 1: Joint Filing Agreement by and among the Reporting Persons (incorporated herein by reference to Exhibit 1 to Schedule 13G filed by the Reporting Persons on July 16, 2024)
Exhibit 2: Unanimous written resolutions of the directors of Value Base Fund Management Ltd., dated as of September 27, 2023 (incorporated herein by reference to Exhibit 2 to Schedule 13G filed by the Reporting Persons on July 16, 2024)
How many Audiocodes (AUDC) shares do the Value Base-related entities report owning?
The Value Base-related investment structure reports beneficial ownership of 2,790,432 Audiocodes Ordinary Shares. These shares are held directly by Value Base Fund Limited Partnership, with various affiliated entities and individuals listed as reporting persons in the Schedule 13G/A amendment.
What percentage of Audiocodes (AUDC) does the Value Base group’s 13G/A report represent?
The filing reports that the group beneficially owns 10.41% of Audiocodes’ Ordinary Shares. This percentage is calculated using 26,806,992 shares outstanding as of February 4, 2026, based on figures from Maya, Israel’s reporting system for public companies.
Who are the reporting persons in the Audiocodes (AUDC) Schedule 13G/A Amendment No. 2?
The reporting persons are Value Base Ltd., Victor Shamrich, Ido Nouberger, and Value Base Fund Management Ltd. for Value Base Fund General Partner Ltd., acting as general partner of Value Base Fund Limited Partnership, which directly holds the reported Audiocodes shares.
Do the Value Base reporting persons claim to beneficially own Audiocodes (AUDC) shares personally?
The filing states that each reporting person disclaims beneficial ownership of the Audiocodes securities covered. The shares are directly owned by Value Base Fund Limited Partnership, and the listed entities and individuals are reported as part of the control and management structure.
Are the Audiocodes (AUDC) shares held to influence control of the company?
The reporting persons certify the Audiocodes shares were not acquired and are not held for the purpose of changing or influencing control. They also state the holdings are not part of any transaction intended to affect control, other than activities tied to certain nomination rules.
Do the Value Base entities acknowledge forming a group regarding Audiocodes (AUDC) ownership?
The filing notes the parties may be deemed a group under Section 13(d), but explicitly states that neither the submission nor its contents constitute an admission that a group exists. Each reporting person and entity disclaims the existence of any such group.
