UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION TO BE INCLUDED IN 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.
(Name ofIssuer)
Common Stock, par value ILS 0.10 per share
(Title of Class of Securities)
M0854Q105
(CUSIP Number)
Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue, New York, NY 10106
(212)
756-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 29, 2024
(Date of Event Which Requires Filing of This Statement)
If the filingperson has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (s)(s)
240.13d-1(e),
240.13d-1(f)
or
240.13d-1(g),
check the following box.
Note
:
Schedules filed in paper format shall include a signed original and five
copies of theschedule, including all exhibits.
See
(s)
240.13d-7
for other parties to whom copies are to be sent.
** The Reporting Persons previously filed a joint Schedule 13D with Outerbridge Capital Management, LLC andcertain of
its affiliates (the "Outerbridge Reporting Persons"), which was filed under CIK 0001781377. As disclosed herein,
the Reporting Persons and the Outerbridge Reporting Persons may no longer be deemed to be a "group" andaccordingly,
going forward, the Reporting Persons will be filing separately from the Outerbridge Reporting Persons.
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this formwith respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 ofthe Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see
the
Notes
).
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CUSIP No. M0854Q105
1 NAME OF REPORTING PERSON
QVT Financial LP
2 CHECK THE APPROPRIATE BOX IF AMEMBER OF A GROUP
(a)(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OFLEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OFORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
2,857,225
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,857,225
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,857,225
12 CHECK BOX IF THE AGGREGATEAMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BYAMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON
PN
2
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CUSIP No. M0854Q105
1 NAME OF REPORTING PERSON
QVT Financial GP LLC
2 CHECK THE APPROPRIATE BOX IF AMEMBER OF A GROUP
(a)(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OFLEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OFORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
2,857,225
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,857,225
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,857,225
12 CHECK BOX IF THE AGGREGATEAMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BYAMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON
OO
3
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CUSIP No. M0854Q105
1 NAME OF REPORTING PERSON
QVT Family Office Fund LP
2 CHECK THE APPROPRIATE BOX IF AMEMBER OF A GROUP
(a)(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OFLEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OFORGANIZATION
CaymanIslands
NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
2,857,225
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,857,225
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,857,225
12 CHECK BOX IF THE AGGREGATEAMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BYAMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON
PN
4
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CUSIP No. M0854Q105
1 NAME OF REPORTING PERSON
QVT Associates GP LLC
2 CHECK THE APPROPRIATE BOX IF AMEMBER OF A GROUP
(a)(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OFLEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OFORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
2,857,225
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,857,225
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,857,225
12 CHECK BOX IF THE AGGREGATEAMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BYAMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON
OO
5
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The following constitutes Amendment No. 9 to the Schedule 13D filed by the
undersigned ("AmendmentNo. 9"). This Amendment No. 9 amends and restates the
Schedule 13D as specifically set forth herein.
Item 1. Security and Issuer
.
This statement on Schedule 13D (the "Schedule 13D") relates to the Ordinary
Shares, par value ILS 0.10 per share (the "OrdinaryShares"), of Allot Ltd., a
corporation incorporated under the laws of Israel with its principal executive
offices located at 22 Hanagar Street, Neve Ne'eman Industrial Zone B,
Hod-Hasharon
4051317,Israel (the "Issuer").
Item 2. Identity and Background
.
(a)-(c) This Schedule 13D is filed by QVT Financial LP, a Delaware limited
partnership ("QVT Financial"), QVT Financial GP LLC, aDelaware limited
liability company, QVT Family Office Fund LP (the "Fund"), a Cayman limited
partnership and QVT Associates GP LLC, a Delaware limited liability company
("Fund GP") (collectively, the "ReportingPersons").
The principal executive offices of QVT Financial, QVT Financial GP LLC and
Fund GP are located at 888 Seventh Avenue, 43
rd
Floor, New York, New York 10106. The registered office of the Fund is 1 Nexus
Way, Camana Bay, George Town, Grand Cayman
KY1-9005,
Cayman Islands. QVTFinancial GP LLC is the general partner of QVT Financial,
and as such may be deemed to beneficially own the Ordinary Shares reported as
beneficially owned by QVT Financial. QVT Financial's principal business is
investment management, and itacts as the investment manager for the Fund, and
as such may be deemed to beneficially own the Ordinary Shares beneficially
owned by the Fund. QVT Financial has the power to direct the vote and
disposition of securities held by the Fund. Fund GP, asgeneral partner of the
Fund, has the power to direct the vote and disposition of securities owned by
the Fund and therefore may be deemed to beneficially own the Ordinary Shares
reported as beneficially owned by the Fund.
Daniel Gold, Nicholas Brumm, Arthur Chu and Tracy Fu are the managing members
of QVT Financial GP LLC and Fund GP. Messrs. Gold, Brumm, Chuand Fu are
referred to collectively herein as the "Covered Persons." The business
addresses and principal occupations of each of the Covered Persons are set
forth in Appendix A attached hereto, which is incorporated herein by
reference.The business address of each Covered Person is also the address of
the principal employer of such Covered Person.
(d) During the lastfive years, none of the Reporting Persons nor any of the
Covered Persons has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors, if any).
(e) During the last five years, none of the Reporting Persons nor any of the
Covered Persons was a party to a civil proceeding of a judicialor
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securitieslaws or finding any violation with respect to such
laws.
(f) See Item 2(a)-(c) above for citizenship of each of the Reporting
Persons.Each of the Covered Persons is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
.
The Ordinary Shares beneficially owned by the Reporting Persons were purchased
with working capital (which may, at any given time, includemargin loans made
by brokerage firms in the ordinary course of business) in open market
purchases, except as otherwise noted. The aggregate purchase price of the
2,857,225 Ordinary Shares owned directly by QVT Fund is approximately
$21,071,107,excluding brokerage commissions.
6
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Item 4. Purpose of Transaction
.
The Reporting Persons expect to review on a continuing basis their investment
in the Ordinary Shares and the Issuer's business, affairs,operations,
financial position, capital needs, governance, management, strategy and future
plans. As part of their review, they may from time to time engage in
discussions or otherwise communicate about such matters with others,
including, withoutlimitation, members of the Board, management or
representatives of the Issuer, other shareholders of the Issuer and other
relevant parties. Based on such review and any such communications, as well as
general economic, market and industry conditionsand prospects existing at the
time, the Reporting Persons may, subject to any then existing legal or
contractual limitations: (a) purchase additional shares of Ordinary Shares,
warrants, options or related derivatives in the open market, inprivately
negotiated transactions or otherwise; (b) sell all or a portion of the Shares
of Ordinary Shares, warrants, options or related derivatives now beneficially
owned or hereafter acquired by them; (c) enter into and/or dispose ofcertain
derivative transactions with one or more counterparties and/or (d) to the
extent permitted by applicable laws, borrow securities, including the Ordinary
Shares, for the purpose of effecting, and effect, short sale transactions,
andpurchase securities for the purpose of closing out short positions in such
securities. In addition, the Reporting Persons may evaluate, discuss and/or
take action with respect to plans or proposals that could relate to or would
result in:(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer orany of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (d) any
change in the present Board or management of the Issuer, including any plans
or proposals to change the numberor term of directors or to fill any existing
vacancies on the Board; (e) any material change in the present capitalization
or dividend policy of the Issuer; (f) any other material change in the
Issuer's business or corporatestructure; (g) changes in the Issuer's charter,
by-laws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causinga class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (i) a class of equitysecurities
of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of
those enumerated above.
Each of the Reporting Persons may, at any time, review or reconsider its
position with respect to the Issuer and formulate plans or proposalswith
respect to any of such matters, but has no present intention of doing so. None
of the Reporting Persons is obligated to take or refrain from taking any
action with respect to any plans or proposals that the Reporting Persons may
evaluate,discuss or determine to pursue. Accordingly, the Reporting Persons
reserve the right to revise their plans or intentions at any time and to take
any and all action that they may deem appropriate to maximize the value of
their investment in theIssuer in light of their general investment policies,
market conditions, subsequent developments regarding or affecting the Issuer
and the general business and future prospects of the Issuer.
Item 5. Interest in Securities of the Issuer
.
(a) and (b) The information contained on the cover pages to this Schedule 13D
is incorporated herein by reference.
7
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All percentages referred to on the cover pages are determined using a
denominator of38,441,772 Ordinary Shares outstanding as of March 31, 2024,
which is the total number of Ordinary Shares outstanding as reported in the
Issuer's Form
20-F
filed with the Securities and ExchangeCommission on April 10, 2024.
QVT Financial is the investment manager of the Fund, has the power to direct
the vote and dispositionof the Ordinary Shares held by the Fund and may be
deemed to beneficially own the Ordinary Shares held by the Fund. Accordingly,
QVT Financial may be deemed to be the beneficial owner of 2,857,225 Ordinary
Shares. QVT Financial GP LLC, as generalpartner of QVT Financial, may be
deemed to beneficially own the same number of Ordinary Shares reported by QVT
Financial. Fund GP, as general partner of the Fund, may be deemed to
beneficially own the aggregate number of Ordinary Shares owned by theFund, and
accordingly, Fund GP may be deemed to be the beneficial owner of an aggregate
amount of 2,857,225 Ordinary Shares.
Each of theCovered Persons disclaims beneficial ownership of the Ordinary
Shares owned by the Reporting Persons.
(c) The reported share amounts forthe Reporting Persons reflect amounts as of
the date hereof. The Reporting Persons have not effected any transactions in
the Ordinary Shares during the past 60 days.
(d) Not applicable.
(e) Notapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
.
Pursuant to a certain participation agreement (the "Participation Agreement")
entered into between theFund and QVT Outerbridge Holdings LLC ("QVT
Holdings"), the parties agreed that, among other things, (i) the Fund shall
sell to QVT Holdings and QVT Holdings shall buy from the Fund one or more
participation interests (each, a"Participation" and collectively, the
"Participations") in the Fund in reference to one or more securities held by
the Fund and (ii) that QVT Holdings shall have the right to be paid certain
customary amounts pursuant to theterms of the Participation Agreement based on
the performance of certain securities (less certain expenses) held by the Fund
that are the subject of a Participation, which includes securities of the
Issuer.
The Reporting Persons had previously entered into (i) a Group Agreement dated
April 19, 2021 (the "Group Agreement") withOuterbridge Capital Management,
LLC, Outerbridge Partners, LP, Outerbridge Special Opportunities Fund II, LP,
Outerbridge Partners GP, LLC, Outerbridge Special Opportunities GP II, LLC and
Rory Wallace (such entities, along with Rory Wallace,collectively,
"Outerbridge"); and (ii) a Voting Agreement dated April 1, 2021 (the "Voting
Agreement") with Outerbridge Capital Management, LLC, each as referenced in
prior joint filings with Outerbridge on Schedule13D.
On August 29, 2024, the Reporting Persons and Outerbridge terminated both the
Group Agreement and the Voting Agreement.Following the termination of these
agreements, the Reporting Persons and Outerbridge have each independently
determined that they may no longer be deemed to be acting as a "group," as
that term is used under Section 13(d) of theSecurities Exchange Act of 1934
(the "Exchange Act") and the rules thereunder.
8
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Item 7. Material to be Filed as Exhibits
.
Exhibit 1 - Agreement regarding Joint Filing of Schedule 13D
9
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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.
Date: August 30, 2024
QVT FINANCIAL LP QVT FAMILY OFFICE FUND LP
By QVT Financial GP LLC, By QVT Associates GP LLC,
its General Partner its General Partner
By: /s/ Daniel Gold By: /s/ Daniel Gold
Name: Daniel Gold Name: Daniel Gold
Title: Managing Member Title: Managing Member
By: /s/ Meg Eisner By: /s/ Meg Eisner
Name: Meg Eisner Name: Meg Eisner
Title: Authorized Signatory Title: Authorized Signatory
QVT FINANCIAL GP LLC QVT ASSOCIATES GP LLC
By: /s/ Daniel Gold By: /s/ Daniel Gold
Name: Daniel Gold Name: Daniel Gold
Title: Managing Member Title: Managing Member
By: /s/ Meg Eisner By: /s/ Meg Eisner
Name: Meg Eisner Name: Meg Eisner
Title: Authorized Signatory Title: Authorized Signatory
10
Exhibit 1
Agreement of Joint Filing
Pursuant to
13d-1(k)(1)
promulgated under the Securities Exchange Act of 1934, the undersigned
personshereby agree to file with the Securities and Exchange Commission the
Statement on Schedule 13D (the "Statement") to which this Agreement is
attached as an exhibit, and agree that such Statement, as so filed, is filed
on behalf of each ofthem.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: August 30, 2024
QVT FINANCIAL LP QVT FAMILY OFFICE FUND LP
By QVT Financial GP LLC, By QVT Associates GP LLC,
its General Partner its General Partner
By: /s/ Daniel Gold By: /s/ Daniel Gold
Name: Daniel Gold Name: Daniel Gold
Title: Managing Member Title: Managing Member
By: /s/ Meg Eisner By: /s/ Meg Eisner
Name: Meg Eisner Name: Meg Eisner
Title: Authorized Signatory Title: Authorized Signatory
QVT FINANCIAL GP LLC QVT ASSOCIATES GP LLC
By: /s/ Daniel Gold By: /s/ Daniel Gold
Name: Daniel Gold Name: Daniel Gold
Title: Managing Member Title: Managing Member
By: /s/ Meg Eisner By: /s/ Meg Eisner
Name: Meg Eisner Name: Meg Eisner
Title: Authorized Signatory Title: Authorized Signatory
11
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SCHEDULE A
Covered Persons
Name of Covered Person Principal Business Address Principal Occupation
Daniel Gold QVT Financial LP Investment Management
888 Seventh Avenue, 43
rd
Floor
New York, New York 10106
Nicholas Brumm QVT Financial LP Investment Management
888 Seventh Avenue, 43
rd
Floor
New York, New York 10106
Arthur Chu QVT Financial LP Investment Management
888 Seventh Avenue, 43
rd
Floor
New York, New York 10106
Tracy Fu QVT Financial LP Investment Management
888 Seventh Avenue, 43
rd
Floor
New York, New York 10106
12