UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
20-F/A



(Amendment
No. 1)



(Mark
One)

☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934



OR



☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2019



OR



☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



OR



☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission
file number 333-206989



Ability
Inc.

(Exact
name of Registrant as specified in its charter)



N/A

(Translation
of Registrant’s name into English)



Cayman
Islands

(Jurisdiction
of incorporation or organization)



Yad
Harutzim 14

Tel
Aviv, Israel, 6770007
(Address of principal executive offices)



Anatoly
Hurgin, Chief Executive Officer

Ability
Inc.

Yad
Harutzim 14

Tel
Aviv, Israel, 6770007

Tel:
972-3-6879777

Email:
ability@ability.co.il

(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)



Securities
registered or to be registered pursuant to Section 12(b) of the Act.



|Title
    of Each Class                        |  | Name
    of Each Exchange on which Registered                        
|---------------------------------------------- |  | ---------------------------------------------------------------------
|Ordinary Shares,
    par value $0.001 Warrants |  | None. Registered
    on Nasdaq Capital Market until December 27, 2019
|                                               |  | None. Registered
    on Nasdaq Capital Market until April 18, 2016.  



Securities
registered or to be registered pursuant to Section 12(g) of the Act. None



Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.



Ordinary
Shares, par value $0.001



Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period
covered by the annual report.











As
of December 31, 2019, the Registrant had 7,989,061 Ordinary Shares outstanding.



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



☐
Yes    ☒ No



If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934.



☐
Yes    ☒ No



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.



☒
Yes    ☐ No



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



☒
Yes    ☐ No



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging
growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☐ | Emerging Growth Company ☒
|------------------------- | ------------------- | ----------------------- | -------------------------



If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.   ☒



Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:



|U.S. GAAP ☒ | International Financing Reporting
    Standards as issued by the
    International Accounting Standards Board ☐ | Other ☐
|----------- | --------------------------------------------------------------------------------------------------------------- | -------



If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow.



Item
17 ☐    Item 18 ☐



If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).



Yes ☐   No ☒


















EXPLANATORY
NOTE



This
Amendment No. 1 to Form 20-F (the “Amendment”) amends the Annual Report on Form 20-F for the year ended December 31,
2019 of Ability Inc. (the “Company”) as originally filed with the U.S. Securities and Exchange Commission on June
15, 2020 (the “Original Form 20-F”). The Company is filing the Amendment solely to include: disclosure about the Company’s
reliance upon SEC Order dated March 4, 2020 (Release No. 34-88318) under Section 36 of the Exchange Act Granting Exemptions from
Specified Provisions of the Exchange Act and Certain Rules Thereunder, as superseded by SEC Order Modifying Exemptions from the
Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No. 34-88465) (together, the “Order”)
to delay the filing of the Original Form 20-F due to circumstances related to the coronavirus epidemic (“COVID-19”).



As
required by Rule 12b-15 under the Exchange Act, certifications by the Company’s principal executive officer and principal
financial officer are filed as exhibits to this Amendment under Item 19 of Part III hereof. Paragraphs 3, 4 and 5 of these certifications
have been omitted in accordance with the SEC’s rules and guidance. Additionally, the Amendment does not include the certifications
under Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with this Amendment.



Except
as contained herein, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Form 20-F,
and we have not updated disclosures included therein to reflect any subsequent events. This Amendment should be read in conjunction
with the Original Form 20-F.



RELIANCE
ON SECURITIES AND EXCHANGE COMMISSION ORDER



The
Company is filing its Annual Report on Form 20-F the fiscal year ended December 31, 2019 (the “Report”) pursuant to
the Order. On April 28, 2020, the Company filed a Report on Form 6-K stating that it will be relying on the Order to delay the
filing of the Report by up to 45 days due to the circumstances related to COVID-19. In particular, the Company's employees, legal
counsel and external auditor were asked to work remotely and had limited access to the Company’s headquarters during March,
April and May 2020. As a result, the Company's books and records were not easily accessible and communication among internal financial
staff and external auditors, together with counsel, was challenging, resulting in delay in preparation and completion of the Company’s
consolidated financial statements and the substance of the Report, which has hindered the Company’s ability to complete
its review and prepare the Report. The Report was filed on June 15, 2020.



1







PART III



ITEM 19.
EXHIBITS.



|Exhibit No. |  | Exhibit
    Description                                                       
|----------- |  | ------------------------------------------------------------------------------
|12.1        |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|12.2        |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).



2







SIGNATURES



The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this Amendment No. 1 to Annual Report on its behalf.



| | Ability Inc.
| | ------------
| |             
| | By:         
| |             
| |             



Date: July
6, 2020





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