| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, par value ILS 0.10 per share |
| (b) | Name of Issuer:
Allot Ltd. |
| (c) | Address of Issuer's Principal Executive Offices:
22 Hanagar Street, Neve Ne'eman Industrial Zone B, Hod-Hasharon,
ISRAEL
, 45240. |
Item 1 Comment:
This Amendment No. 5 (this "Amendment No. 5" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on March 30, 2022 and amended on June 15, 2022, September 15, 2022, November 15, 2022 and November 21, 2023 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 5 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Statement is hereby amended and supplemented as follows:
On June 24, 2025, in connection with a public offering of ordinary shares by the Issuer (the "June 2025 Public Offering"), Lynrock Fund entered into an agreement with the Issuer pursuant to which Lynrock Fund agreed, conditioned upon the closing of the June 2025 Public Offering, to the repayment of $31.41 million of the outstanding principal amount under the senior unsecured convertible promissory note with a face value of $40.0 million (as amended, the "Lynrock Note") in cash, and the conversion of the remaining $8.59 million principal amount outstanding under the Lynrock Note into Ordinary Shares at a conversion rate per $1,000 principal amount of the Lynrock Note equal to $1,164.14 divided by the lower of (x) $9.296 and (y) the public offering price per share in the June 2025 Public Offering. The offering price per share in the June 2025 Public Offering price was $8.00 per share and, accordingly, the number of Ordinary Shares to be issued upon conversion of the $8.59 million principal amount of the Lynrock Note was fixed at 1,249,995 shares.
On June 26, 2025, the June 2025 Public Offering closed, upon which the Lynrock Note was repaid in part and converted in part, on the terms described above.
The source of the capital to purchase the Lynrock Note was Lynrock Fund's working capital, consisting of contributions from its general and limited partners.
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| Item 5. | Interest in Securities of the Issuer |
| (a) | Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of ordinary shares and percentages of the ordinary shares beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon the sum of (i) 45,994,386 Ordinary Shares outstanding upon completion of the June 2025 Public Offering, as reported in the Issuer's prospectus supplement dated June 24, 2025 filed with the SEC on June 25, 2025 and (ii) 1,666 shares issued upon the settlement of restricted share units held by Ms. Paul.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 10,018,661 Ordinary Shares held directly by Lynrock Fund and (ii) 28,666 Ordinary Shares held by Ms. Paul.
The Investment Manager is the investment manager of Lynrock Fund, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Fund. Ms. Paul, the Chief Investment Officer of the Investment Manager and Sole Member of the General Partner, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Fund. |
| (b) | Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of ordinary shares as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference. |
| (c) | Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the last 60 days. |
| (d) | Certain feeder funds that invest in Lynrock Fund may have the right to receive dividends from, and proceeds from the sale of, the ordinary shares directly held by Lynrock Fund. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Statement is hereby amended and supplemented as follows:
In connection with the June 2025 Public Offering, each of the Issuer's directors and executive officers, including Ms. Paul, as well as certain other shareholders, including Lynrock Fund, entered into a customary lock-up agreement with the underwriters with respect to its ordinary shares, including the ordinary shares issued upon conversion of the Lynrock Note, for a period of 75 days (each, a "Lock-up Agreement").
The foregoing description of the Lock-up Agreements is not complete and is qualified in its entirety by reference to the full text of the form of the lock-up agreement attached hereto as Exhibit 99.2 and incorporated by reference herein.
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| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1 Joint Filing Agreement, dated March 30, 2022 (incorporated by reference to the Statement, filed on March 30, 2022).
Exhibit 99.2 Form of Lock-Up Agreement.
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