UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number 001-33129
Allot Ltd.
(Translation of registrant’s name into English)
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 45240
Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) filed by Allot Ltd. (the “Company”) consists of the Company’s: (i) condensed consolidated financial statements for the six months ended June 30, 2026, which are attached hereto as Exhibit 99.1 and are incorporated by reference herein; and (ii) management's discussion and analysis of financial condition and results of operations for the six months ended June 30, 2026, which is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
This Form 6-K, including its exhibits, is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-264202 and 333-286174) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 8, 2022 and March 27, 2025, respectively, and Form S-8 (File Nos. 333-140701, 333-149237, 333-159306, 333-165144, 333-172492, 333-180770, 333-187406, 333-194833, 333-203028, 333-210420, 333-216893, 333-223838, 333-230391, 333-237405, 333-254298, 333-263767, 333-270903, 333-278607, 333-285268 and 333-294623) filed with the SEC on February 14, 2007, February 14, 2008, May 18, 2009, March 2, 2010, February 28, 2011, April 17, 2012, March 21, 2013, March 27, 2014, March 26, 2015, March 28, 2016, March 23, 2017, March 22, 2018, March 19, 2019, March 26, 2020, March 15, 2021, March 22, 2022, March 28, 2023, April 10, 2024, February 26, 2025 and March 26, 2026, respectively.
EXHIBIT INDEX
| Exhibit No. |
|
Exhibit |
| 99.1 |
|
Condensed consolidated financial statements of Allot Ltd. and its subsidiaries for the six months ended June 30, 2026. |
| 99.2 |
|
Management's Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2026. |
| 101.INS |
|
Inline XBRL Instance Document. |
| 101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Allot Ltd. |
| |
|
|
| September 9, 2026 |
By: |
/s/ Liat Nahum |
| |
|
Liat Nahum |
| |
|
Chief Financial Officer |
3
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This operating and financial review and prospects
provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition
for the period described. This discussion should be read in conjunction with our consolidated interim financial statements and the notes
to the financial statements for the six months ended June 30, 2026, furnished with our Report of Foreign Private Issuer on Form 6-K. In
addition, this information should also be read in conjunction with the information contained in our Annual Report on Form 20-F for the
year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2026 (our “Annual
Report” as amended by Amendment No. 1 to our Annual Report on Form 20-F filed with the SEC on March 31, 2026, which comparative
information is herein incorporated by reference), including the consolidated annual financial statements as of December 31, 2025 and their
accompanying notes included therein and “Item 5. Operating and Financial Review and Prospects.”
Our financial statements have been prepared
in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This discussion contains forward-looking statements
that are subject to known and unknown risks and uncertainties including, but not limited to our statements regarding future revenues and
revenue mix, our plans to invest in research and development, and our potential pursuit of acquisitions and investments opportunities
or additional equity or debt financing. As a result of many factors, such as those set forth under “ITEM 3.D: Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” of our Annual Report, our actual results may differ materially
from those anticipated in these forward-looking statements.
Overview
We are a leading provider of innovative network
intelligence and security solutions that enable service providers and enterprises to protect and personalize the digital experience and
monetize on their networks. Our flexible and highly scalable service delivery framework leverages the intelligence in data networks, enabling
service providers to get closer to their customers, safeguard network assets and users, and accelerate time-to-revenue for value-added
services. Our customers use our solutions to create sophisticated policies to monitor network applications, enforce quality of service
policies that guarantee mission-critical application performance, mitigate security risks and leverage network infrastructure investments.
We market and sell our products through a
variety of channels, including direct sales and through our channel partners, which include distributors, resellers, OEMs and system integrators.
We have a diversified end-customer base consisting primarily of service providers, enterprises, government and law enforcement entities.
The resulting intelligent, content-aware broadband networks enable our customers to accurately monitor and manage network traffic per
application, subscriber, network topology and device.
Key Components of Results of Operations
Revenues
We generate revenues from two sources: (1) sales
of our network traffic management systems, our network management application solutions and platforms, and our security solution to telecom
providers and (2) the provision of maintenance and support services and professional services, including installation and training. We
generally provide maintenance and support services pursuant to a maintenance and support program, which may be purchased by customers
at the time of product purchase or on a renewal basis.
We recognize revenue under the core principle
that transfer of control of our products or services to our customers should be reflected by an amount that represents the consideration
we expect to receive in revenue. As such, we identify a contract with a customer, identify the performance obligations in the contract,
determine the transaction price, allocate the transaction price to each performance obligation in the contract and recognize revenues
when (or as) we satisfy each performance obligation. Apart from our Security-as-a-Service deals, we typically grant a one-year hardware
and three-month software warranty on all of our products, or one-year hardware and software warranty to customers that purchase annual
maintenance and support. As part of our Security-as-a-Service offering, the maintenance and support services are inherent to the security
service fee. Typically, our support contracts with our customers provide hot line support, warranty, and software updates and upgrades
if and when available. We record a provision for warranty at the time the product’s revenue is recognized. We estimate the liability
of possible warranty claims based on our historical experience. Warranty claims to date have been immaterial to our results of operations.
Maintenance and support revenues are recognized on a straight-line basis over the term of the applicable maintenance and support agreement.
Comparison of Period to Period Results of Operations
The following table sets
forth our results of operations in dollars and as a percentage of revenues for the periods indicated:
| | |
Six Months Ended June 30, | |
| | |
(In USD thousands) | |
| | |
2026 | | |
2025 | |
| Revenues | |
| | |
| |
| Products | |
| 14,176 | | |
| 14,040 | |
| Services | |
| 39,986 | | |
| 33,161 | |
| Total revenues | |
| 54,162 | | |
| 47,201 | |
| | |
| | | |
| | |
| Cost of revenues: | |
| | | |
| | |
| Products | |
| 6,336 | | |
| 6,136 | |
| Services | |
| 9,316 | | |
| 7,687 | |
| Total cost of revenues | |
| 15,652 | | |
| 13,823 | |
| | |
| | | |
| | |
| Gross profit | |
| 38,510 | | |
| 33,378 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Research and development (net of grant participations of $48and $68 for the six months ended June 30, 2026, and 2025, respectively) | |
| 13,273 | | |
| 13,252 | |
| Sales and marketing | |
| 15,865 | | |
| 14,599 | |
| General and administrative | |
| 6,745 | | |
| 6,643 | |
| Total operating expenses | |
| 35,883 | | |
| 34,494 | |
| | |
| | | |
| | |
| Operating income (loss) | |
| 2,627 | | |
| (1,116 | ) |
| | |
| | | |
| | |
| Loss from extinguishment | |
| - | | |
| (1,410 | ) |
| Other income | |
| - | | |
| 100 | |
| Financial income, net | |
| 2,760 | | |
| 1,033 | |
| | |
| | | |
| | |
| Income (loss) before income tax expense | |
| 5,387 | | |
| (1,393 | ) |
| Income tax expense | |
| 872 | | |
| 628 | |
| | |
| | | |
| | |
| Net income (loss) | |
| 4,515 | | |
| (2,021 | ) |
Products. Product revenues increased by
$0.2 million, or approximately 1%, to $14.2 million in the six months ended June 30, 2026, from $14 million in the six months ended June
30, 2025. The slight increase in product revenues is primarily attributable to the timing of AllotSmart projects deployments.
Services. Service revenue includes revenues
from professional services, SECaaS and support and maintenance. Service revenues increased by $6.8 million, or 20.5%, to $40 million in
the six months ended June 30, 2026, from $33.2 million in the six months ended June 30, 2025. The increase in service revenues is primarily
attributable to growth in SECaaS revenue, reflecting expansion of the subscriber base and higher recurring service revenues.
Product revenues comprised 26.2% of our total revenues
in the six months ended June 30, 2026, a decrease of 3.5% compared to the six months ended June 30, 2025, while the services revenues
portion of total revenues comprised 73.8% of our total revenues in the six months ended June 30, 2026, an increase of 3.5% compared to
the six months ended June 30, 2025.
Geographic Breakdown. During the six months
ended June 30, 2026, Revenues in the Americas increased by $5.5 million, or 80.9%, to $12.3 million, compared to $6.8 million in the six
months ended June 30, 2025. The increase was primarily driven by higher SECaaS revenues and growth in recurring service revenue.
Revenues in Europe, the Middle East and Africa
(EMEA) decreased by $2.5 million, or 7.7%, to $30.1 million, compared to $32.6 million in the six months ended June 30, 2025. This decrease
primarily relates to timing of AllotSmart project completion in the region during the current period. Revenues in Asia Pacific increased
by $3.9 million, or 49.4%, to $11.8 million, compared to $7.9 million in the six months ended June 30, 2025. The increase was primarily
driven by growth in recurring service revenue from existing customer deployments.
Cost of revenues and gross margin
Our products’ cost of revenues consists primarily
of costs of materials and manufacturing services, overhead, warehousing and product testing. Our services’ cost of revenues consists
primarily of salaries and related personnel costs for our customer success staff.
Products. Cost of product revenues increased
by $0.2 million, or 3.3%, to $6.3 million in the six months ended June 30, 2026 from $6.1 million in the six months ended June 30, 2025.
The increase was primarily attributable to changes in product mix and higher product-related costs. Product gross margin decreased to
55.6% in the six months ended June 30, 2026 from 56.4% in the six months ended June 30, 2025.
Services. Cost of services revenues increased
by $1.6 million, or 20.8%, to $9.3 million in the six months ended June 30, 2026 from $7.7 million in the six months ended June 30, 2025.
This increase is primarily attributable to the overall growth in service revenues, including increased SECaaS activity and related service
delivery costs. Service gross margin was 76.8% for each six months ended June 30, 2026 and 2025.
Total gross margin for the six months ended June
30, 2026 increased to 71.2%, compared to 70.8% for the six months ended June 30, 2025. The increase in gross margin is attributable to
changes in our mix of services and products due to increase in SECaaS revenue.
Operating expenses
Research and development. Our research
and development expenses consist primarily of salaries and related personnel costs, costs for subcontractor services, depreciation, rent
and costs of materials consumed in connection with the design and development of our products. We expense all of our research and development
costs as they are incurred. Our net research and development expenses are comprised of gross research and development expenses offset
by financing through grants from the Israel Innovation Authority and Spain Tax Authority. Such participation grants are recognized at
the time at which we are entitled to such grants on the basis of the costs incurred and included as a deduction of research and development
expenses. We believe that significant investment in research and development, including hiring high quality research and development
personnel, is essential to our future success.
Net research and development expenses were $13.3
million, for each six months ended June 30, 2026 and 2025. Net research and development expenses as a percentage of total revenues decreased
to 24.5% in the six months ended June 30, 2026 from 28.2% in the six months ended June 30, 2025.
Sales and marketing. Our sales and marketing
expenses consist primarily of salaries and related personnel costs, travel expenses, costs associated with promotional activities such
as public relations, conventions and exhibitions, rental expenses, depreciation and commissions paid to third parties, promote our brand,
establish new marketing channels and expand our presence worldwide.
Sales and marketing expenses increased by $1.3
million, or 8.9%, to $15.9 million in the six months ended June 30, 2026 from $14.6 million in the six months ended June 30, 2025. The
increase is primarily attributable to higher employee-related costs due to increase in headcount associated with revenue growth. Sales
and marketing expenses as a percentage of total revenues decreased to 29.3% in the six months ended June 30, 2026 from 30.9% in the six
months ended June 30, 2025.
General and administrative. Our general
and administrative expenses consist of salaries and related personnel costs, rental expenses, costs for professional services, credit
loss expenses and depreciation. General and administrative expenses also include costs associated with corporate governance, VAT and other
tax expenses and regulatory compliance, compliance with the rules implemented by the SEC, the Nasdaq Stock Market and the Tel Aviv Stock
Exchange and premiums for our director and officer liability insurance.
General and administrative expenses increased by
$0.1 million, or 1.5%, to $6.7 million in the six months ended June 30, 2026, from $6.6 million in the six months ended June 30, 2025.
The General and administrative expenses remained substantially consistent with the prior-year period. General and administrative expenses
as a percentage of total revenues decreased to 12.4% in the six months ended June 30, 2026 from 14.0% in the six months ended June 30,
2025.
Financial income, net. In the six months
ended June 30, 2026, we had $2.8 million Financial income, net. In the six months ended June 30, 2025, we had $1.0 million Financial income,
net. The increase was primarily attributable to income recognized from a lease modification, together with exchange rate.
Income tax expense. In the six months
ended June 30, 2026, we had $0.9 million income tax expense. In the six months ended June 30, 2025, we had $0.6 million income tax expense.
The change in 2026 was mainly attributed to withholding tax expense.
Liquidity and Capital Resources
As of June 30, 2026, we had $13.8 million in cash
and cash equivalents, $57.3 million in available for sale marketable securities, $31.1 million in short-term bank deposits, $3.6 million
in short-term restricted deposits and $0.7 million in long-term restricted deposits. As of June 30, 2026, our working capital, which we
calculate by subtracting our current liabilities from our current assets, was $88.0 million.
Based on our current business plan, we believe
that our existing cash balances will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for
at least the next twelve months. If our estimates of revenues, expense or capital or liquidity requirements change or are inaccurate and
are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or arrange additional debt financing. In
addition, we may seek to sell additional equity or arrange debt financing to give us financial flexibility to pursue attractive acquisitions
or investment opportunities that may arise in the future.
In June 2026, our Board of Directors authorized
a share repurchase program to repurchase up to $40 million of our ordinary shares (the “Share Repurchase Program”). Repurchases
under the Share Repurchase Program may be made from time to time at management’s discretion in the open market, in privately negotiated
transactions, or otherwise, on the Tel Aviv Stock Exchange and Nasdaq, in compliance with applicable laws and regulations. Open market
repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume
requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. We may also, from time to time, enter into Rule 10b5-1
plans to facilitate repurchases of our shares under this authorization.
The timing and amount of repurchases will depend
on market conditions, share price, liquidity, and other factors. The Share Repurchase Program does not have a fixed expiration date, does
not obligate us to repurchase any specific amount of shares, and may be modified, suspended, or discontinued at any time. We intend to
fund the program from existing cash resources.
Operating activities. Net cash provided
by operating activities was $19.0 million for the six months ended June 30, 2026, compared with net cash used in operating activities
of $5.7 million for the six months ended June 30, 2025. The change is primarily attributable to growth in deferred revenue and customer
collections.
Investing activities. Net cash used in investing
activities was $22.4 million for the six months ended June 30, 2026, compared with net cash used in investing activities of $1.8 million
for the six months ended June 30, 2025. The change is primarily attributable to the investment of excess cash in deposits and marketable
securities.
Financing activities. There was no net cash
provided by financing activities in the six months ended June 30, 2026, compared with $6.5 million of net cash provided by financing activities
in the six months ended June 30, 2025. The change is primarily attributable to the issuance of share capital, offset by the redemption
of convertible debt in the prior year period.