Amendment: SEC Form SC 13D/A filed by Allot Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 9)¹

Allot Ltd.

(Name of 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 Notices and Communications)

August 29, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person 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 §§ 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 the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with 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 of the 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).

* Includes 368,500 Ordinary Shares underlying certain call options currently exercisable as described in more detail in Item 6.

The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.

Item 2(a) is hereby amended and restated to read as follows:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Item 3 is hereby amended and restated to read as follows:

The Ordinary Shares beneficially owned by each of the Reporting Persons were purchased with working capital (which may, at any given time, include margin 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 722,523 Ordinary Shares owned directly by Outerbridge SOF II is approximately $4,106,945, excluding brokerage commissions. The aggregate purchase price of the call options referencing 368,500 Ordinary Shares held by Rory Wallace that are currently exercisable is approximately $114,425, excluding brokerage commissions.

Item 4 is hereby amended to add the following:

The Reporting Persons acknowledge the actions taken by the Issuer over the past year to significantly reduce its costs and improve its operations, which have now resulted in positive free cash flow generation in the second fiscal quarter of 2024 and a commitment to be cash flow positive going forward. The Reporting Persons note that the Issuer recently signed a transformational SECaaS expansion with a Tier-1 European customer and believe that other long-awaited SECaaS expansions may soon follow. The Reporting Persons also believe that changing secular and competitive dynamics in the Issuer’s traffic management and analytics business will drive revenue and profit growth for that business in the coming years.

The Reporting Persons intend to remain a supportive shareholder of the Issuer.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

The aggregate percentage of 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 on Form 6-K filed with the SEC on August 27, 2024.

Percentage: Approximately 1.9%

Percentage: Approximately 1.9%

Percentage: Approximately 1.9%

Percentage: Approximately 2.8%

The filing of this Schedule 13D 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 specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 6 is hereby amended to add the following:

On August 29, 2024, the Reporting Persons, 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, Outerbridge Capital and QVT Fund terminated the QVT Voting Agreement (as defined in the Schedule 13D, dated April 19, 2021).

Following the termination of the Group Agreement and the QVT Voting Agreement the Reporting Persons and QVT have each independently determined that they are no longer deemed to be acting as a “group,” as that term is used under Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder.

Item 7 is hereby amended to add the following exhibits:

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.

Dated: September 3, 2024

SCHEDULE B

Transactions in the Securities of the Issuer During the Past Sixty Days

RORY WALLACE