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)

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 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.

 

 

 

**

The Reporting Persons previously filed a joint Schedule 13D with Outerbridge Capital Management, LLC and certain 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” and accordingly, 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 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).

 

 

 

CUSIP No. M0854Q105

 

1		NAME OF REPORTING PERSON    QVT Financial LP
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 SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    0
				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 AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    7.4%
14		TYPE OF REPORTING PERSON    PN

 

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CUSIP No. M0854Q105

 

1		NAME OF REPORTING PERSON    QVT Financial GP 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 SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    0
				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 AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    7.4%
14		TYPE OF REPORTING PERSON    OO

 

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CUSIP No. M0854Q105

 

1		NAME OF REPORTING PERSON    QVT Family Office Fund 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    Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    0
				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 AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    7.4%
14		TYPE OF REPORTING PERSON    PN

 

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CUSIP No. M0854Q105

 

1		NAME OF REPORTING PERSON    QVT Associates GP 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 SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    0
				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 AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    7.4%
14		TYPE OF REPORTING PERSON    OO

 

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The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 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 “Ordinary Shares”), 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, a Delaware 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 “Reporting Persons”).

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. QVT Financial 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 it acts 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, as general 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, Chu and 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 last five 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 judicial or 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 securities laws 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, 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 2,857,225 Ordinary Shares owned directly by QVT Fund is approximately $21,071,107, excluding brokerage commissions.

 

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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, without limitation, 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 conditions and 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, in privately 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 of certain 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, and purchase 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 or any 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 number or 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 corporate structure; (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) causing a 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 equity securities 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 proposals with 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 the Issuer 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.

 

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All percentages referred to on the cover pages are determined using a denominator of 38,441,772 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 Exchange Commission on April 10, 2024.

QVT Financial is the investment manager of the Fund, has the power to direct the vote and disposition of 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 general partner 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 the Fund, and accordingly, Fund GP may be deemed to be the beneficial owner of an aggregate amount of 2,857,225 Ordinary Shares.

Each of the Covered Persons disclaims beneficial ownership of the Ordinary Shares owned by the Reporting Persons.

(c) The reported share amounts for the 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) Not applicable.

 

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 the Fund 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 the terms 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”) with Outerbridge 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 Schedule 13D.

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 the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder.

 

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Item 7.

Material to be Filed as Exhibits.

Exhibit 1 - Agreement regarding Joint Filing of Schedule 13D

 

9

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

 

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