Allot Schedule 13D/A Shows 21.8% Ownership After Note Conversion

Rhea-AI Filing Summary

Schedule 13D/A Amendment No. 5 discloses that investment firm Lynrock Lake LP, its affiliate Lynrock Lake Partners LLC and Chief Investment Officer Cynthia Paul now beneficially own 10,018,661 ordinary shares of Allot Ltd. (ALLT), equal to 21.8 % of the outstanding shares following the issuer’s June 2025 public offering.

Key transaction: on 24 June 2025, Lynrock Fund agreed to a partial cash repayment and partial equity conversion of its $40 million senior unsecured convertible promissory note:

• $31.41 million principal repaid in cash at the closing of the offering on 26 June 2025.
• $8.59 million principal converted into 1,249,995 ordinary shares at a price based on the $8.00 offering price.

Post-offering share count referenced by the filer is 45,994,386 ordinary shares plus 1,666 RSUs settled for Ms. Paul. Voting and dispositive power over the Lynrock Fund position is held solely by Lynrock Lake LP; Ms. Paul may be deemed to control those powers through her roles in the investment manager and general partner.

Lock-up: Lynrock Fund, Ms. Paul and other insiders have signed a standard 75-day lock-up agreement covering the newly issued shares.

Positive

• $31.41 million cash repayment materially reduces the outstanding principal of Allot’s 2022 convertible note.
• Only $8.59 million of the note converts, capping dilution at 1,249,995 shares (≈2.7 % of prior float).
• Lynrock Lake maintains a substantial 21.8 % ownership stake, signalling continued commitment.
• A 75-day lock-up restricts insider sales in the near term, supporting share-price stability.

Negative

• Issuance of 1,249,995 new shares increases the share count and dilutes existing holders.
• The lock-up expires after 75 days, potentially creating a supply overhang once restrictions lift.

Insights

Financial Analyst

TL;DR — Large holder converts $8.6 M note, cuts debt and maintains 21.8 % stake.

The amendment confirms Lynrock Lake’s continued status as Allot’s largest shareholder with a 21.8 % holding. The $31.41 M cash repayment and $8.59 M conversion eliminate the bulk of the 2022 convertible note, materially reducing leverage while fixing dilution at roughly 1.25 M shares (≈2.7 % of the pre-offering float). Because the transaction was executed at the public offering price of $8.00, it aligns Lynrock with outside investors and avoids a deeper discount. The 75-day lock-up limits immediate secondary supply risk but sets a short-term overhang once it expires. Overall, the filing is mildly positive: leverage falls, alignment increases, dilution is defined and relatively modest.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Allot Ltd.

(Name of Issuer)

Ordinary Shares, par value ILS 0.10 per share

(Title of Class of Securities)

M0854Q105

(CUSIP Number)

Cynthia Paul
Lynrock Lake LP, 2 International Drive, Suite 130
Rye Brook, NY, 10573
914-449-4660

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/24/2025

(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.

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).

SCHEDULE 13D

CUSIP No. M0854Q105

1

Name of reporting person

Lynrock Lake LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 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 10,018,661.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,018,661.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,018,661.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.8 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. M0854Q105

1

Name of reporting person

Lynrock Lake Partners LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 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 10,018,661.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,018,661.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,018,661.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.8 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP No. M0854Q105

1

Name of reporting person

Cynthia Paul

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,047,327.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,047,327.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,047,327.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.8 %

14

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13D

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.
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.
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.

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.

Lynrock Lake LP

Signature:	/s/ Cynthia Paul
Name/Title:	By Lynrock Lake Partners LLC, its General Partner, By Cynthia Paul, Sole Member
Date:	06/26/2025

Lynrock Lake Partners LLC

Signature:	/s/ Cynthia Paul
Name/Title:	By /s/ Cynthia Paul, Sole Member
Date:	06/26/2025

Cynthia Paul

Signature:	/s/ Cynthia Paul
Name/Title:	Cynthia Paul
Date:	06/26/2025

FAQ

How many Allot (ALLT) shares does Lynrock Lake now own?

Lynrock Lake LP beneficially owns 10,018,661 ordinary shares, representing 21.8 % of outstanding shares.

What happened to Allot’s $40 million convertible note held by Lynrock?

Allot repaid $31.41 million in cash and converted $8.59 million into 1,249,995 shares at the $8.00 offering price.

Will Lynrock Lake be able to sell its new shares immediately?

No. Lynrock Lake and other insiders signed a 75-day lock-up agreement prohibiting sales during that period.

What share count did the filing use to calculate ownership percentages?

Percentages are based on 45,994,386 shares outstanding after the June 2025 offering plus 1,666 RSUs settled for Ms. Paul.

Did any other transactions occur in the past 60 days?

The filing states that, except for the note repayment/conversion, no other transactions were effected by the reporting persons.