UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDEDIN STATEMENTS FILED PURSUANT
TO (s) 240.13d-1(a)AND AMENDMENTS THERETO FILED PURSUANT TO
(s) 240.13d-2(a)
(Amendment No. 9)
1
Allot Ltd.
(Nameof Issuer)
Common Stock, par value ILS 0.10 per share
(Title of Class of Securities)
M0854Q105
(CUSIP Number)
Outerbridge Capital Management, LLC
767 Third Avenue, 11th Floor
New York, New York 10017
(347) 493-0350
Andrew Freedman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Noticesand Communications)
August 29, 2024
(Date of Event Which RequiresFiling of This Statement)
Ifthe filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule13D, and is filing this
schedule because of (s)(s) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the followingbox
..
.
Note:
Schedulesfiled in paper format shall include a signed original and five copies
of the schedule, including all exhibits.
See
(s) 240.13d-7 for other parties to whom copies are to be sent.
CUSIP No. M0854Q105
1
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect tothe subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures providedin a prior cover page.
The information requiredon the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the SecuritiesExchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subjectto all other provisions of the Act (however,
see
the
Notes
).
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CUSIP No. M0854Q105
1 NAME OF REPORTING PERSON
Outerbridge Capital Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 722,523
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
722,523
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
722,523
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON
OO, IA
3
CUSIP No. M0854Q105
1 NAME OF REPORTING PERSON
Outerbridge Special Opportunities Fund II, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 722,523
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
722,523
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
722,523
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON
PN
4
CUSIP No. M0854Q105
1 NAME OF REPORTING PERSON
Outerbridge Special Opportunities GP II, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 722,523
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
722,523
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
722,523
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON
OO
5
CUSIP No. M0854Q105
1 NAME OF REPORTING PERSON
Rory Wallace
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 368,500*
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 722,523
PERSON WITH 9 SOLE DISPOSITIVE POWER
368,500*
10 SHARED DISPOSITIVE POWER
722,523
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,091,023*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON
IN
* Includes 368,500 Ordinary Shares underlying certain call options
currentlyexercisable as described in more detail in Item 6.
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CUSIP No. M0854Q105
The following constitutesAmendment No. 9 to the Schedule 13D filed by the
undersigned ("Amendment No. 9"). This Amendment No. 9 amends the Schedule13D
as specifically set forth herein.
Item 2. Identity and Background
.
Item 2(a) is hereby amendedand restated to read as follows:
(a) This statement is filed by:
(i) Outerbridge Special Opportunities Fund II, LP, a Delaware limited partnership ("Outerbridge SOFII");
(ii) Outerbridge Special Opportunities GP II, LLC, a Delaware limited liability
company ("OuterbridgeGP II"), as the general partner of Outerbridge SOF II;
(iii) Outerbridge Capital Management, LLC, a Delaware limited liability company
("Outerbridge Capital"),as the investment manager to Outerbridge SOF II; and
(iv) Rory Wallace, as the managing member of each of Outerbridge Capital and Outerbridge GP II
(together withOuterbridge SOF II, Outerbridge GP II and Outerbridge Capital, "Outerbridge").
Each of the foregoing isreferred to as a "Reporting Person" and collectively
as the "Reporting Persons." Each of the Reporting Personsis party to that
certain Joint Filing Agreement, as further described in Item 6. Accordingly,
the Reporting Persons are hereby filinga joint Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
.
Item 3 is hereby amendedand restated to read as follows:
The Ordinary Shares beneficiallyowned by each of the Reporting Persons were
purchased with working capital (which may, at any given time, include margin
loans made bybrokerage firms in the ordinary course of business) in open
market purchases, except as otherwise noted.
The aggregate purchase priceof the 722,523 Ordinary Shares owned directly by
Outerbridge SOF II is approximately $4,106,945, excluding brokerage
commissions. Theaggregate purchase price of the call options referencing
368,500 Ordinary Shares held by Rory Wallace that are currently exercisable
isapproximately $114,425, excluding brokerage commissions.
Item 4. Purpose of Transaction
.
Item 4 is hereby amendedto add the following:
The Reporting Persons acknowledgethe actions taken by the Issuer over the past
year to significantly reduce its costs and improve its operations, which have
now resultedin positive free cash flow generation in the second fiscal quarter
of 2024 and a commitment to be cash flow positive going forward. TheReporting
Persons note that the Issuer recently signed a transformational SECaaS
expansion with a Tier-1 European customer and believethat other long-awaited
SECaaS expansions may soon follow. The Reporting Persons also believe that
changing secular and competitive dynamicsin the Issuer's traffic management
and analytics business will drive revenue and profit growth for that business
in the comingyears.
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CUSIP No. M0854Q105
The Reporting Persons intendto remain a supportive shareholder of the Issuer.
Item 5. Interest in Securities of the Issuer
.
Items 5(a) - (c) and(e) are hereby amended and restated to read as follows:
The aggregate percentageof Ordinary Shares reported owned by each person named
herein is based upon 38,712,407 Ordinary Shares outstanding as of June 30,
2024,which is the total number of Ordinary Shares outstanding as reported in
Exhibit 99.1 to the Issuer's Report of Foreign Issuer onForm 6-K filed with
the SEC on August 27, 2024.
A. Outerbridge SOF II
(a) As of the close of business on August 30, 2024, Outerbridge SOF II beneficially owned directly 722,523Ordinary Shares.
Percentage: Approximately1.9%
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 722,523
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 722,523
(c) Outerbridge SOF II has not entered into any transactions in the securities of the Issuer during the pastsixty days.
B. Outerbridge GP II
(a) As the general partner of Outerbridge SOF II, Outerbridge GP II may be deemed the beneficial
owner ofthe 722,523 Ordinary Shares beneficially owned directly by Outerbridge SOF II.
Percentage: Approximately1.9%
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 722,523
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 722,523
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CUSIP No. M0854Q105
(c) Outerbridge GP II has not entered into any transactions in the securities of the Issuer during the pastsixty days.
C. Outerbridge Capital
(a) As the investment manager of Outerbridge SOF II, Outerbridge Capital may be deemed the beneficial
ownerof the 722,523 Ordinary Shares beneficially owned directly by Outerbridge SOF II.
Percentage: Approximately1.9%
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 722,523
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 722,523
(c) Outerbridge Capital has not entered into any transactions in the securities of the Issuer during the pastsixty days.
D. Rory Wallace
(a) As the managing member of each of Outerbridge Capital and Outerbridge GP II, Mr. Wallace may be
deemedthe beneficial owner of the 722,523 Ordinary Shares beneficially owned directly by Outerbridge
SOF II. In addition, as of the close ofbusiness on August 30, 2024, Mr. Wallace beneficially owned
directly 368,500 Ordinary Shares underlying certain call options that arecurrently exercisable.
Percentage: Approximately2.8%
(b) 1. Sole power to vote or direct vote: 368,500
2. Shared power to vote or direct vote: 722,523
3. Sole power to dispose or direct the disposition: 368,500
4. Shared power to dispose or direct the disposition: 722,523
(c) The transactions in the securities of the Issuer by Mr. Wallace during the past
sixty days are set forthin Schedule B and are incorporated herein by reference.
The filing of this Schedule13D shall not be deemed an admission that the
Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934,as amended, the beneficial owners of any securities of
the Issuer that he or it does not directly own. Each of the Reporting Persons
specificallydisclaims beneficial ownership of the securities reported herein
that he or it does not directly own.
(e) As of August 29, 2024, the Reporting Persons ceased to be the beneficial
owners of more than 5% of theoutstanding Shares of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
.
Item 6 is hereby amendedto add the following:
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CUSIP No. M0854Q105
On August 29, 2024, the ReportingPersons, QVT Family Office Fund LP ("QVT
Fund") and certain affiliates of QVT Fund (together with QVT Fund,
"QVT")terminated the Group Agreement (as defined in the Schedule 13D, dated
April 19, 2021).
On August 29, 2024, OuterbridgeCapital and QVT Fund terminated the QVT Voting
Agreement (as defined in the Schedule 13D, dated April 19, 2021).
Following the termination ofthe Group Agreement and the QVT Voting Agreement
the Reporting Persons and QVT have each independently determined that they are
no longerdeemed to be acting as a "group," as that term is used under Section
13(d) of the Securities Exchange Act of 1934 and therules thereunder.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amendedto add the following exhibits:
99.1 Termination of Group Agreement, dated August 29, 2024.
99.2 Joint Filing Agreement, dated September 3, 2024
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CUSIP No. M0854Q105
SIGNATURE
After reasonable inquiryand to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 3, 2024
OUTERBRIDGE CAPITAL MANAGEMENT, LLC
By: /s/ Rory Wallace
Name: Rory Wallace
Title: Managing Member
OUTERBRIDGE SPECIAL OPPORTUNITIES FUND II, LP
By: Outerbridge Special Opportunities GP II, LLC, its general partner
By: /s/ Rory Wallace
Name: Rory Wallace
Title: Managing Member
OUTERBRIDGE SPECIAL OPPORTUNITIES GP II, LLC
By: /s/ Rory Wallace
Name: Rory Wallace
Title: Managing Member
/s/ Rory Wallace
RORY WALLACE
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CUSIP No. M0854Q105
SCHEDULE B
Transactions in the Securities of theIssuer During the Past Sixty Days
Nature of the Transaction Amount of Securities Price ($) Date of
Purchased/(Sold) Purchase/Sale
RORY WALLACE
Purchase of December 20, 2024 Call Options ($5.00 Strike Price) 150,000 $0.1935 07/22/2024
Purchase of September 20, 2024 Call Options ($2.50 Strike Price) 24,500 $0.5789 08/06/2024
Purchase of December 20, 2024 Call Options ($5.00 Strike Price) 150,000 $0.1961 08/16/2024
Purchase of September 20, 2024 Call Options ($2.50 Strike Price) 44,000 $0.9500 08/21/2024
Exhibit 99.1
TERMINATION OF GROUP AGREEMENT
August 29, 2024
Each of the undersignedis a party to that certain Group Agreement, dated as of
April 19, 2021, as amended on May 11, 2022 (the "
Group Agreement
").In accordance with Section 7 of the Group Agreement, each of the
undersigned hereby agrees that the Group Agreement is terminated effectiveimmedi
ately.
[Signature page follows]
IN WITNESS WHEREOF, theparties hereto have caused this Termination of Group
Agreement to be executed as of the day and year first above written.
OUTERBRIDGE CAPITAL MANAGEMENT, LLC
By: /s/ Rory Wallace
Name: Rory Wallace
Title: Managing Member
OUTERBRIDGE SPECIAL OPPORTUNITIES FUND II, LP
By: Outerbridge Special Opportunities GP II, LLC, its general partner
By: /s/ Rory Wallace
Name: Rory Wallace
Title: Managing Member
OUTERBRIDGE SPECIAL OPPORTUNITIES GP II, LLC
By: /s/ Rory Wallace
Name: Rory Wallace
Title: Managing Member
/s/ Rory Wallace
RORY WALLACE
QVT FAMILY OFFICE FUND LP
By: QVT Associates GP LLC, its general partner
By: /s/ Dan Gold
Name: Dan Gold
Title: Managing Member
By: /s/ Tracy Fu
Name: Tracy Fu
Title: Managing Member
QVT ASSOCIATES GP LLC
By: /s/ Dan Gold
Name: Dan Gold
Title: Managing Member
By: /s/ Tracy Fu
Name: Tracy Fu
Title: Managing Member
QVT FINANCIAL LP
By: QVT Financial GP LLC, its general partner
By: /s/ Dan Gold
Name: Dan Gold
Title: Managing Member
By: /s/ Tracy Fu
Name: Tracy Fu
Title: Managing Member
QVT FINANCIAL GP LLC
By: /s/ Dan Gold
Name: Dan Gold
Title: Managing Member
By: /s/ Tracy Fu
Name: Tracy Fu
Title: Managing Member
Exhibit 99.2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under theSecurities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a Statementon Schedule 13D (including additional amendments
thereto) with respect to the Common Stock, par value ILS 0.10 per share, of
Allot Ltd..,an Israeli corporation. This Joint Filing Agreement shall be filed
as an Exhibit to such Statement.
Dated: September 3, 2024
OUTERBRIDGE CAPITAL MANAGEMENT, LLC
By: /s/ Rory Wallace
Name: Rory Wallace
Title: Managing Member
OUTERBRIDGE SPECIAL OPPORTUNITIES FUND II, LP
By: Outerbridge Special Opportunities GP II, LLC, its general partner
By: /s/ Rory Wallace
Name: Rory Wallace
Title: Managing Member
OUTERBRIDGE SPECIAL OPPORTUNITIES GP II, LLC
By: /s/ Rory Wallace
Name: Rory Wallace
Title: Managing Member
/s/ Rory Wallace
RORY WALLACE