This
prospectus is part of a registration statement on Form F-3 that we
filed with the Securities and Exchange Commission (the “SEC”) using
a “shelf” registration process. Under this shelf registration
process, the selling security-holder may from time to time sell the
securities, as described in this prospectus, in one or more
offerings.
Before
purchasing any securities, you should carefully read both this
prospectus and any applicable prospectus supplement, together with
the additional information described under the heading “Where You
Can Find More Information; Incorporation by Reference.” The
prospectus supplement may also add, update or change information
contained in this prospectus with respect to that offering. If
there is any inconsistency between the information in this
prospectus and any applicable prospectus supplement, you should
rely on the prospectus supplement.
Neither we nor the selling security-holder have authorized anyone
to provide you with information other than that contained in this
prospectus or in any accompanying prospectus supplement or free
writing prospectus prepared by or on behalf of us or to which we
have referred you. Neither we nor the selling security-holder
take any responsibility for, nor can provide assurance as to the
reliability of, any other information that others may give
you. This prospectus is not an offer to sell or the
solicitation of an offer to buy any securities other than the
securities to which it relates, or an offer or solicitation in any
jurisdiction where offers or sales are not permitted. You
should assume that the information appearing in this prospectus and
any applicable prospectus supplement is accurate only as of the
date on its respective cover, even though this prospectus may be
delivered or securities may be sold under this prospectus on a
later date. Our business, financial condition, results of
operations and prospects may have changed since those dates.
For investors outside of the United States: We have not done
anything that would permit possession or distribution of this
prospectus in any jurisdiction where action for that purpose is
required, other than in the United States. You are required
to inform yourselves about, and to observe any restrictions
relating to, the distribution of this prospectus outside of the
United States.
_______________________
Unless
otherwise indicated, the term “selling security-holder” as used in
this prospectus means the selling security-holder referred to in
this prospectus and their donees, pledgees, transferees and
other successors-in-interest.
Unless
the context otherwise requires, “Allot,” “we,” “us,” “our,” “the Company” and similar terms refer
to Allot Ltd. and its subsidiaries on a consolidated basis.
The
term “NIS” refer to New
Israeli Shekels, the lawful currency of the State of Israel, and
the terms “dollar” and
“$” refer to U.S. dollars,
the lawful currency of the United States.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus and any applicable prospectus
supplement, including documents incorporated by reference herein or
therein, are forward-looking statements. All statements,
other than statements of historical facts, may be forward-looking
statements. Forward-looking statements are usually identified
by the use of words such as “anticipate,” “believe,” “could,”
“estimate,” “expect,” “forecast,” “intend,” “likely,” “may,”
“plan,” “position,” “possible,” “potential,” “probable,” “project,”
“projection,” “should,” “strategy,” “will,” or similar
expressions. These statements are based upon assessments and
assumptions of management in light of historical results and
trends, current conditions and potential future developments that
often involve judgment, estimates, assumptions and
projections. Forward-looking statements reflect current views
about our plans, strategies and prospects, which are based on
information currently available as of the date of the document
containing the applicable statement. Except as required by
law, we undertake no obligation to update any forward-looking
statements to reflect events or circumstances after the date of
such statements. Forward-looking statements are subject to
risks and uncertainties, many of which are outside our control,
which could cause actual results to differ materially from these
statements. Therefore, you should not place undue reliance on
those statements.
We are
a provider of leading innovative security solutions and network
intelligence solutions for mobile, fixed and cloud service
providers as well as enterprises worldwide. For 25 years, our
solutions have been deployed globally for network-based security,
including mobile security, distributed denial of service protection
and Internet of Things security, network and application analytics,
traffic control and shaping, and more. More recently, we have
cultivated a strategic focus on the expansion and advancement of
our Security-as-a-service (“SECaaS”) product offerings.
We
deliver a unified security service for individual consumers and
small and medium-sized businesses, at home, at work and on the go,
with the Allot Secure product family. Our Allot Security Management
product is, to our knowledge, the only platform that unifies
security services for mobile, fixed and 5G converged
networks.
Our
industry-leading network-based SECaaS solution has achieved over
50% penetration with some service providers and is already used by
over 20 million subscribers globally. Our multi-service platforms
are deployed by over 500 mobile, fixed and cloud service providers
and over 1,000 enterprises.
We
have a global and diverse customer base composed of mobile and
fixed broadband service providers, cable operators, satellite
service providers, private networks, data centers, governments, and
enterprises such as financial and educational institutions. We have
a strong backlog representing customers’ orders for products and
services not yet recognized as revenues. Backlog is subject to
delivery delays or program cancellations, which are beyond our
control.
With
over 20 years of experience empowering service providers and
enterprises to get more out of their networks and to manage them
better, we enable network operators and enterprises to detect
security breaches, to protect their own networks and their users
from attacks, to clearly see and understand their networks from
within, to optimize, innovate and capitalize on every opportunity,
to learn about users and network behaviors, and to improve Quality
of Service and reduce costs, all while increasing value to
customers and deploying new services faster.
Through our combination of innovative technology, proven know-how
and collaborative approach to industry standards and partnerships,
we deliver solutions that equip service providers with the
capabilities to elevate their role as premier digital services
providers and to expand into new business opportunities. We offer
our customers market leading, proprietary technologies that are
powerful, diverse and scalable. In addition, we have developed
significant industry know-how and expertise through our experience
in designing and implementing use cases with our large customer
base.
Our
principal executive offices are located at 22 Hanagar Street, Neve
Ne’eman Industrial Zone B, Hod-Hasharon 4501317, Israel, and our
telephone number is +972 (9) 761-9200.
Investing in our ordinary shares involves risks. You should
carefully consider the risk factors set forth in our most recent
annual report on Form 20-F, and the other information contained or
incorporated by reference in this prospectus or any applicable
prospectus supplement hereto, before making a decision to invest in
our securities. The risks and uncertainties we have described
are not the only risks we face. Additional risks and
uncertainties not presently known to us or that we currently deem
immaterial may also affect our operations. You should
carefully consider these risk factors and risks before investing in
any of our ordinary shares. See “Where You Can Find More
Information.”
OFFER
STATISTICS AND EXPECTED TIMETABLE
The
selling security-holder may sell from time to time pursuant to this
prospectus (as may be detailed in an applicable prospectus
supplement) up to 12,785,917 ordinary shares. The actual
price per share of the ordinary shares that the selling
security-holder may offer pursuant hereto will depend on a number
of factors that may be relevant as of the time of offer. See
“Plan of
Distribution.”
We
will not receive any of the proceeds from the sale of ordinary
shares by the selling security-holder under this prospectus and any
related prospectus supplement. Please see “Selling
Security-holder.”
The
selling security-holder will pay any fees, discounts and
commissions, stock transfer taxes and fees and expenses of any
counsel to the selling security-holder incurred by the selling
security-holder in connection with registering or disposing of the
ordinary shares. We will bear all other fees and expenses
incurred in effecting the registration of the ordinary shares
covered by this prospectus or in the filing of any amendments or
supplements to the registration statement or this prospectus and
all other expenses incident to the registration of the ordinary
shares.
The
following table sets forth our cash and cash equivalents and total
capitalization as of December 31, 2021:
|
• |
on an as adjusted basis to give
effect to the issuance of the Note in an aggregate principal amount
of $39.4 million, which reflects transaction costs of approximately
$0.6 million.
|
You
should read this information in conjunction with the financial
information incorporated by reference into this prospectus.
|
|
|
At
December 31, 2021
|
|
|
|
|
Actual
|
|
|
As
Adjusted
|
|
|
|
|
(In
thousands)
|
|
| |
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
11,717
|
|
|
$
|
51,120
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Ordinary shares
of NIS 0.10 par value per share: 200,000,000 shares
authorized and 36,491,480 and 36,587,444 shares issued and
outstanding as of December 31, 2021 and April 3, 2022,
respectively.
|
|
$
|
929
|
|
|
$
|
929
|
|
|
Additional
paid-in capital
|
|
|
293,803
|
|
|
|
293,803
|
|
|
Treasury share
at cost – 816,000 shares
|
|
|
(3,998
|
)
|
|
|
(3,998
|
)
|
|
Accumulated
other comprehensive income
|
|
|
271
|
|
|
|
271
|
|
|
Accumulated
deficit
|
|
|
(164,997
|
)
|
|
|
(164,997
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
Shareholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
equity
|
|
$
|
126,008
|
|
|
$
|
126,008
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities (current and non-current)
|
|
|
|
|
|
|
|
|
|
Convertible
debt
|
|
$
|
—
|
|
|
$
|
39,403
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
capitalization
|
|
$
|
126,008
|
|
|
$
|
165,411
|
|
DESCRIPTION OF THE TRANSACTION
Issuance of Convertible Debt in a Private Placement
On
February 14, 2022, we entered into a securities purchase agreement
(the “Purchase Agreement”) with Lynrock Lake Master Fund LP (the
“Purchaser”), providing for the issuance to the Purchaser of a
senior unsecured convertible promissory note (the “Note”),
convertible into our ordinary shares in an aggregate principal
amount of $40 million. The transaction closed on February 17,
2022.
The
Note does not bear regular interest and the principal amount of the
Note does not accrete. The Note matures on February 14, 2025;
provided, that we, in our sole discretion, may extend the date of
maturity by one year up to two times, each time by providing the
holder of the Note with 90 days’ notice of such extension.
The Note is convertible in whole or in part at the option of the
holder at any time prior to our repayment of the principal amount
of the Note in full, at an initial conversion rate of 97.0874
ordinary shares per $1,000 of the principal amount being converted
(based on an initial conversion price equal to $10.30 per ordinary
share), subject to certain customary anti-dilution adjustments as
described in the Note (as it may be so adjusted, the “Conversion
Rate”).
In the
event we exercise our option to extend the maturity date, the
Conversion Rate will be adjusted such that the conversion price
will decrease by $1 per ordinary shares (as adjusted commensurate
with any anti-dilution adjustments to the Conversion Rate prior to
such time) for each year that the maturity is extended. In
such event, the Conversion Rate for the year following the first
extension would be increased to 110.8% of the Conversion Rate in
effect immediately prior to such extension. If we elect to
extend the maturity date for a second year, the Conversion Rate for
the year following such second extension would be increased to
112.0% of the Conversion Rate in effect immediately prior to such
second extension.
In the
event of a Change of Control (as defined in the Note), the holder
of the Note has the right to require us to convert all or a portion
of the Note to ordinary shares or redeem all (but not less than
all) of the outstanding principal amount of the Note. In the
event of such a conversion or redemption in connection with a
Change of Control, we will also be required to pay the holder an
amount in cash equal to 6% per annum on the then-outstanding
principal amount of the Note from the date of such conversion or
redemption through the maturity date, as it may have been
extended. Should the holder of the Note receive a demand or
notice giving rise to a claim for any taxes payable arising from a
payment made under the Note, we have agreed to fully indemnify the
holder for the respective tax amount due and payable.
The
Purchaser’s conversion of the Note is subject to an initial
beneficial ownership limitation of 19.99% of the ordinary shares
outstanding immediately after any such conversion, which may be
decreased upon notice from the Purchaser or increased to 24.99%
upon 61 days’ notice from the Purchaser. The beneficial
ownership limitation with respect to any holder of the Note other
than the Purchaser or its affiliates will be 9.99%. In
addition, any transfer of the Note may only be made in full.
In
connection with the foregoing, we entered into a registration
rights agreement (the “Registration Rights Agreement”) with the
Purchaser pursuant to which we agreed to file a registration
statement to register the resale of 7,966,640 ordinary shares held
by Purchaser, any ordinary shares into which the Note may be
converted, and any ordinary shares or other securities issued or
issuable in connection with the exercise of certain dividends or
distributions.
The
foregoing descriptions of the Purchase Agreement, the Note and the
Registration Rights Agreement do not purport to be a complete
description of the terms of the documents, and are qualified in
their entirety by the terms of the definitive documents or forms
thereof which have been filed with the SEC.
DESCRIPTION OF SHARE CAPITAL
A
description of our share capital can be found in “Description of the Registrant’s Securities
Registered Pursuant to Section 12 of the Securities Act of
1934,” filed as Exhibit 2.2 to our annual report on Form
20-F filed with the SEC on March 22, 2022 and in our “Articles of Association,” filed as
Exhibit 99.3 to our report of foreign private issuer furnished with
the SEC November 1, 2018, in each case, incorporated by reference
herein.
Share
Capital
Our
authorized share capital consists of 200,000,000 ordinary shares,
par value NIS 0.10 per share, of which 36,491,480 and 36,587,444
ordinary shares were issued and outstanding as of December 31, 2021
and April 3, 2022, respectively. All of our outstanding
ordinary shares are validly issued, fully paid and
non-assessable. Our ordinary shares are not redeemable and do
not have any preemptive rights.
Under
our articles of association, as amended on October 29, 2018, our
shareholders are authorized, by passing an ordinary resolution
approved by more than 50% of the voting power represented at a
general meeting and voting therein, to increase our share capital
by the creation of new authorized shares. Any such increase shall
be in such amount and shall be divided into shares of such nominal
amounts, and such shares shall confer such rights and preferences
and be subject to such restrictions as such ordinary resolution
shall apply.
Under
the Allot Communications Ltd. 2016 Incentive Compensation Plan (the
“2016 Plan”), filed as Exhibit 4.2 to our annual report on Form
20-F filed with the SEC on March 22, 2022, incorporated by
reference herein, the Compensation Committee of our board of
directors may increase our share capital by a maximum aggregate
amount of 3,001,204 ordinary shares plus an annual increase on the
first day of each fiscal year during the term of the Plan,
beginning January 1, 2017, in an amount equal to the lesser of (i)
1,000,000 ordinary shares, (ii) 3.5% of the outstanding ordinary
shares on the last day of the immediately preceding year, or (iii)
an amount determined by our board of directors. As of February 20,
2022, there were 2,576,725 outstanding options and RSUs under the
2016 Plan and 1,184,746 ordinary shares reserved for future grants
under the 2016 Plan. The options have a weighted average exercise
price of $7.89 per share.
Our
compensation and nominating committee administers the 2016 Plan and
it selects which of our and our subsidiaries’ and affiliates’
eligible employees, directors and/or consultants receive options,
RSUs or other awards under the 2016 Plan and will determine the
terms of the grant, including, exercise prices, method of payment,
vesting schedules, acceleration of vesting and the other matters
necessary in the administration of the plan.
Under
our articles of association, as amended on October 29, 2018, our
board of directors may increase the Company’s share capital through
the issuance of options or rights to acquire ordinary shares from
the Company, in each case on such terms as our board of directors
shall deem appropriate.
From
January 1, 2019 through March 22, 2022, the following events have
changed the number of our issued ordinary shares:
|
• |
During the year ended December 31,
2019, certain employees, non-employee directors, and consultants
exercised share options and restricted share units into 624,467
ordinary shares with an exercise price as set forth in the
applicable award agreement.
|
|
• |
During the year ended December 31,
2020, certain employees, non-employee directors, and consultants
exercised share options and restricted share units into 861,910
ordinary shares with an exercise price as set forth in the
applicable award agreement.
|
|
• |
During the year ended December 31,
2021, certain employees, non-employee directors, and consultants
exercised share options and restricted share units into 1,108,842
ordinary shares with an exercise price as set forth in the
applicable award agreement.
|
|
• |
During the period from January 1,
2022 until March 22, 2022, certain employees, non-employee
directors, and consultants exercised share options and restricted
share units into 95,964 ordinary shares with an exercise price as
set forth in the applicable award agreement.
|
Listing
Our
ordinary shares are listed on the Nasdaq Global Select Market under
the symbol “ALLT” and on the Tel Aviv Stock Exchange under the
symbol “ALLT.”
Transfer Agent and Registrar
Our
share register is currently kept by American Stock Transfer &
Trust Company, which acts as transfer agent and registrar. The
share register reflects only record owners of our shares.
We are
registering 12,785,917 ordinary shares, of which 7,966,640 ordinary
shares were previously acquired by the selling security-holder and
up to 4,819,277 ordinary shares are issuable to the selling
security-holder upon conversion of the Note, to permit the selling
security-holder and its pledgees, donees, transferees or
other successors-in-interest that receive their shares
after the date of this prospectus to resell or otherwise dispose of
the ordinary shares in the manner contemplated under “Plan of Distribution” below. For
additional information regarding the issuance of the ordinary
shares upon conversion of the Note, see “Description of the Transaction.” In
connection with this transaction, we entered into the Registration
Rights Agreement pursuant to which we agreed to file with the SEC a
registration statement on Form F-3 covering the resale of
such ordinary shares (from time to time). We are registering the
ordinary shares currently held by the selling security-holder and
issuable to the selling security-holder upon conversion of the Note
in accordance with the Registration Rights Agreement in order to
permit the selling security-holder to offer ordinary shares for
resale from time to time.
The
following table sets forth the name of the selling security-holder,
the number of ordinary shares beneficially owned by the selling
security-holder as of April 3, 2022, the number of ordinary shares
that may be offered under this prospectus and the number of
ordinary shares beneficially owned by the selling security-holder
assuming all of the ordinary shares covered hereby are sold
(including the ordinary shares issuable upon conversion of the
Note). Under the terms of the Note, the selling
security-holder will not request that all or a portion of the Note
held by it be converted, and we are not permitted to effect the
conversion of all or a portion of the Note to the extent that,
after giving effect to such issuance after conversion, the selling
security-holder (together with its affiliates and any other person
or entity acting as a group together with the selling
security-holder or any of its affiliates) would beneficially own
ordinary shares in excess of 19.99% of the number of ordinary
shares outstanding immediately after giving effect to the issuance
of the ordinary shares issuable upon conversion of the applicable
portion of the Note; provided, that such percentage may be
increased to 24.99% upon 61 days’ notice from the selling
security-holder. The number of shares in the table below
reflects these limitations. The number of ordinary shares in
the column “Number of Ordinary Shares Being Offered” represents all
of the ordinary shares that the selling security-holder may offer
under this prospectus. The selling security-holder may sell
some, all or none of its ordinary shares. We do not know how
long the selling security-holder will hold the ordinary shares
before selling them, and we currently have no agreements,
arrangements or understandings with the selling security-holder
regarding the sale or other disposition of any of the ordinary
shares. The ordinary shares covered hereby may be offered
from time to time by the selling security-holder.
The
information set forth below is based upon information obtained from
the selling security-holder. The percentages of shares owned
after the offering are based on 36,587,444 ordinary shares
outstanding as of April 3, 2022.
|
|
Ordinary Shares
Beneficially
Owned Prior to
Offering(1)
|
|
|
Number
of
Ordinary Shares
Being
Offered
|
|
|
Ordinary Shares Beneficially
Owned After
Offering(2)
|
|
|
Name of Selling
Security-holder
|
|
Number
|
|
|
Percent
|
|
|
|
|
Number
|
|
|
Percent
|
|
|
Lynrock
Lake LP(3)
|
|
|
7,966,640
|
(4)
|
|
|
21.77
|
%
|
|
|
12,785,917
|
|
|
|
0
|
|
|
|
0
|
%
|
|
(1)
|
“Beneficial
ownership” is a term broadly defined by the SEC in
Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and includes more than the typical
form of share ownership, that is, shares held in the person’s
name. The term also includes what is referred to as “indirect
ownership,” meaning ownership of shares as to which a person has or
shares voting or investment power. For purposes of this
table, a person or group of persons is deemed to have “beneficial
ownership” of any securities that such person or group has a right
to acquire currently or within 60 days of April 3, 2022.
|
|
(2)
|
Assumes that
the selling security-holder sells to third parties all ordinary
shares registered under this prospectus that it holds.
|
|
(3)
|
7,966,640
ordinary shares and the Note are held directly by Lynrock Lake
Master Fund LP. Lynrock Lake LP (the "Investment Manager") is the
investment manager of Lynrock Lake Master Fund LP, 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 Lake Master Fund LP. Cynthia
Paul, the Chief Investment Officer of the Investment Manager and
Sole Member of Lynrock Lake Partners LLC, the general partner of
the Investment Manager, may be deemed to exercise voting and
investment power over securities of the Issuer held by Lynrock Lake
Master Fund LP. The address of the reporting persons is
c/o Lynrock Lake LP 2 International Drive, Suite 130, Rye
Brook, NY 10573.
|
|
(4)
|
Represents the
7,966,640 ordinary shares currently held by Lynrock Lake Master
Fund LP and does not include any ordinary shares issuable upon
conversion of the Note due to the 19.99% beneficial ownership
cap.
|
We are
registering 12,785,917 ordinary shares, which were previously
acquired by the selling security-holder or are issuable to the
selling security-holder upon conversion of the Note, to permit the
selling security-holder and its pledgees, donees, transferees or
other successors-in-interest that receive its ordinary shares after
the date of this prospectus to resell or otherwise dispose of the
ordinary shares in the manner contemplated in this section. We will
not receive any of the proceeds from the sale of ordinary shares in
this offering. We will bear all other fees and expenses incurred in
effecting the registration of the ordinary shares covered by this
prospectus or in the filing of any amendments or supplements to the
registration statement or this prospectus and all other expenses
incident to the registration of the ordinary shares. In connection
with this transaction, we entered into the Registration Rights
Agreement pursuant to which we agreed to file with the SEC a
registration statement on Form F-3 covering the resale of
such ordinary shares from time to time. We are registering the
ordinary shares currently held by the selling security-holder and
issuable to the selling security-holder upon conversion of the Note
in accordance with the Registration Rights Agreement in order to
permit the selling security-holder to offer ordinary shares for
resale from time to time.
The
selling security-holder and any of its pledgees, donees,
transferees, assignees or
other successors-in-interest may, from time to time,
sell, transfer or otherwise dispose of any or all of its ordinary
shares or interests in any such shares on any stock exchange,
market or trading facility on which the ordinary shares are traded
or in private transactions. These dispositions may be at fixed
prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices
determined at the time of sale, or at negotiated prices. The
selling security-holder may use one or more of the following
methods when disposing of the ordinary shares or interests
therein:
|
|
•
|
|
on any
national securities exchange or quotation service on which the
securities may be listed or quoted at the time of sale;
|
|
|
•
|
|
in
the over-the-counter market;
|
|
|
•
|
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
|
|
•
|
|
block trades
in which the broker-dealer will attempt to sell ordinary shares as
agent but may position and resell a portion of the block as
principal to facilitate the transaction;
|
|
|
•
|
|
through
brokers, dealers or underwriters that may act solely as
agents;
|
|
|
•
|
|
purchases by a
broker-dealer as principal and resale by the broker-dealer for its
account;
|
|
|
•
|
|
an exchange
distribution in accordance with the rules of the applicable
exchange;
|
|
|
•
|
|
privately
negotiated transactions;
|
|
|
•
|
|
delivery of
shares in settlement of short sales;
|
|
|
•
|
|
through the
writing or settlement of options or other hedging transactions
entered into after the effective date of the registration statement
of which this prospectus is a part, whether through an options
exchange or otherwise;
|
|
|
•
|
|
broker-dealers
may agree with the selling security-holder to sell a specified
number of ordinary shares or interests in such shares at a
stipulated price per share;
|
|
|
•
|
|
a combination
of any such methods of disposition; and
|
|
|
•
|
|
any other
method permitted pursuant to applicable law.
|
The
selling security-holder may also sell shares under Rule 144 under
the Securities Act of 1933, as amended (the “Securities Act”), or
other exemption from registration under the Securities Act, if
available, rather than under this prospectus.
Broker-dealers engaged by the selling security-holder may arrange
for other broker-dealers to participate in sales. Broker-dealers,
underwriters and other agents may receive commissions or discounts
from the selling security-holder (or, if any broker-dealer acts as
agent for the purchaser of ordinary shares, from the purchaser) in
amounts to be negotiated. The selling security-holder does not
expect these commissions and discounts to exceed what is customary
in the types of transactions involved but any such discounts or
commissions might be in excess of those customary in the types of
transactions involved.
The selling
security-holder may from time to time pledge or grant a security
interest in some or all of the ordinary shares or the Note owned by
it and the pledgee or other secured party, transferee or other
successor in interest may sell ordinary shares from time to time
under this prospectus, or under a supplement or amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of
the Securities Act amending the list of selling security-holder(s)
to include the pledgee, secured party, transferee or other
successors in interest as selling security-holder under this
prospectus. The selling security-holder also may transfer the
ordinary shares in other circumstances in which case the
transferees, donees, pledgees or
other successors-in-interest may be the selling
beneficial owners for purposes of this prospectus and may sell such
ordinary shares from time to time under this prospectus after an
amendment or supplement has been filed under Rule 424(b)(3) under,
or another applicable provision of, the Securities Act, amending,
if necessary, the list of selling security-holder(s) to include the
transferees, donees, pledgees or
other successors-in-interest as a selling security-holder
under this prospectus. The Registration Rights Agreement provides
that certain transferees of the selling security-holder are
entitled to the benefits of such agreement, subject to the terms
and conditions contained therein.
Upon
being notified in writing by the selling security-holder that any
material arrangement has been entered into with a broker-dealer for
the sale of ordinary shares through a block trade, special
offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, a supplement to this prospectus, if
required, pursuant to Rule 424(b) under the Securities Act will be
filed, disclosing (i) the name of each such selling
security-holder and of the participating broker-dealer(s), (ii) the
number of ordinary shares involved, (iii) the price at which
such ordinary shares were sold, (iv) the commissions paid or
discounts or concessions allowed to such broker-dealer(s), where
applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by
reference in this prospectus, if applicable, and (vi) other
facts material to the transaction.
The
selling security-holder also may transfer the ordinary shares in
other circumstances, in which case the transferees, pledgees or
other successors in interest will be the selling beneficial owners
for purposes of this prospectus.
In
connection with the sale of the ordinary shares or interests in
such shares, the selling security-holder may enter into hedging
transactions after the effective date of the registration statement
of which this prospectus is a part with broker-dealers, other
financial institutions and other third parties, which may in turn
engage in short sales in the course of hedging the positions they
assume. The selling security-holder may also sell ordinary shares
short after the effective date of the registration statement of
which this prospectus is a part and deliver these securities to
close out its short positions, or loan or pledge the ordinary
shares to broker-dealers or other third parties that in turn may
sell these securities. The selling security-holder may also enter
into option or other transactions after the effective date of the
registration statement of which this prospectus is a part with
broker-dealers, other financial institutions and other third
parties or create one or more derivative securities which require
the delivery to such broker-dealer, other financial institution and
other third parties of ordinary shares offered by this
prospectus, which ordinary shares such broker-dealer or other
financial institution or third party may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction
if required), including in short sale transactions. Third parties
may use securities pledged by the selling security-holder or
borrowed from the selling security-holder or others to settle sales
or to close out any related open borrowings of securities, and may
use securities received from the selling security-holder in
settlement of those derivatives to close out any related open
borrowings of securities.
The
selling security-holder and any broker-dealers or agents that are
involved in selling the ordinary shares may be deemed to be
“underwriters” within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received
by such broker-dealers or agents and any profit on the resale of
the ordinary shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. The
maximum commission or discount to be received by any member of the
Financial Industry Regulatory Authority (“FINRA”), or independent
broker-dealer will not be greater than 8% of the initial gross
proceeds from the sale of any security being sold.
There
can be no assurance that any selling security-holder will sell any
or all of the ordinary shares registered pursuant to the
registration statement, of which this prospectus forms a
part.
We
have advised the selling security-holder that it is required to
comply with Regulation M promulgated under the Exchange Act, during
such time as it may be engaged in a distribution of the ordinary
shares. The foregoing may affect the marketability of ordinary
shares. The selling security-holder and any other person
participating in such distribution will be subject to applicable
provisions of the Exchange Act, and the rules and regulations
thereunder, including, without limitation, Regulation M under the
Exchange Act, which may limit the timing of purchases and sales of
any of the ordinary shares by the selling security-holder and any
other participating person. Regulation M does not, however, limit
the ability of the selling security-holder to convert the Note into
ordinary shares. Regulation M may also restrict the ability of any
person engaged in the distribution of the ordinary shares to engage
in market-making activities with respect to the ordinary shares.
All of the foregoing may affect the marketability of the ordinary
shares and the ability of any person or entity to engage in
market-making activities with respect to the ordinary shares.
The
aggregate proceeds to the selling security-holder from the sale of
ordinary shares offered by it will be the purchase price of the
shares less discounts or commissions, if any. The selling
security-holder reserves the right to accept and, together with its
agents from time to time, to reject, in whole or in part, any
proposed purchase to be made directly or through agents. We will
not receive any of the proceeds from this offering.
We have agreed
to indemnify the selling security-holder, each person who controls
such selling security-holder and their respective officers,
directors, employees, stockholders, members, representatives and
affiliates in certain circumstances against certain losses, claims,
damages or liabilities to which they may become subject, including
certain liabilities under the Securities Act.
ENFORCEMENT OF CIVIL LIABILITIES
We are
incorporated under the laws of the State of Israel. Service
of process upon us and upon our directors and executive officers
and any Israeli experts named in this registration statement, most
of whom reside outside of the United States, may be difficult to
obtain within the United States. Furthermore, because a
majority of our assets and most of our directors and executive
officers are located outside of the United States, any judgment
obtained in the United States against us or any of them may be
difficult to collect within the United States.
We
have irrevocably appointed Allot Communications, Inc. as our agent
to receive service of process in any action against us in any U.S.
federal or state court arising out of this offering or any purchase
or sale of securities in connection with this offering.
We
have been informed by our Israeli counsel, Goldfarb Seligman &
Co., that it may be difficult to assert U.S. securities law claims
in original actions instituted in Israel. Israeli courts may
refuse to hear a claim based on an alleged violation of U.S.
securities laws on the basis that Israel is not the most
appropriate forum in which to bring such a claim. In
addition, even if an Israeli court agrees to hear a claim, it may
determine that Israeli law and not U.S. law is applicable to the
claim. There is little binding case law in Israel addressing
these matters. If U.S. law is found to be applicable, the
content of applicable U.S. law must be proven as a fact which can
be a time-consuming and costly process. Certain matters of
procedure will also be governed by Israeli law.
Subject to specified time limitations and legal procedures, under
the rules of private international law currently prevailing in
Israel, Israeli courts may enforce a U.S. judgment in a civil
matter which, subject to certain exceptions, is non-appealable,
including a judgment based upon the civil liability provisions of
the Securities Act or the Exchange Act, and including a monetary or
compensatory judgment in a non-civil matter, provided that, among
other things, the following key conditions are met:
|
• |
the judgment is obtained after due
process before a court of competent jurisdiction, according to the
laws of the state in which the judgment is given and the judgment
is enforceable according to the law of the foreign state in which
the relief was granted;
|
|
• |
the obligation imposed by the
judgment is enforceable according to the rules relating to the
enforceability of judgments in Israel; and
|
|
• |
the substance of the judgment and
its enforcement is not contrary to the law, public policy, security
or sovereignty of the State of Israel.
|
Even
if the above conditions are met, an Israeli court will not enforce
a U.S. judgment in a civil matter if:
|
• |
the judgment was given in a state
whose laws do not provide for the enforcement of judgments of
Israeli courts (subject to exceptional cases and a request by the
attorney general);
|
|
• |
the judgment was obtained by
fraud;
|
|
• |
the opportunity given to the
defendant to bring its arguments and evidence before the court was
not reasonable in the opinion of the Israeli court;
|
|
• |
the judgment was rendered by a
court not competent to render it according to the laws of private
international law as they apply in Israel;
|
|
• |
the judgment is contradictory to
another judgment that was given in the same matter between the same
parties and that is still valid; or
|
|
• |
at the time the action was brought
in the foreign court, a lawsuit in the same matter and between the
same parties was pending before a court or tribunal in
Israel.
|
If a
foreign judgment is enforced by an Israeli court, it generally will
be payable in NIS, which can then be converted into non-Israeli
currency and transferred out of Israel. The usual practice in
an action before an Israeli court to recover an amount in a
non-Israeli currency is for the Israeli court to issue a judgment
for the equivalent amount in NIS at the rate of exchange in force
on the date of the judgment, but the judgment debtor may make
payment in non-Israeli currency. Pending collection, the
amount of the judgment of an Israeli court stated in NIS ordinarily
will be linked to the Israeli consumer price index plus interest at
the annual statutory rate set by Israeli regulations prevailing at
the time. Judgment creditors must bear the risk of
unfavorable exchange rates.
The
following is an estimate, subject to future contingencies, of the
expenses we may incur in connection with the issuance and
distribution of the securities being registered. All amounts
listed in the table below are estimates except the SEC registration
fee.
|
|
|
|
|
|
SEC
registration fee
|
|
$
|
9,446.48
|
|
|
Printing
expenses
|
|
$
|
5,000
|
|
|
Legal fees and
expenses
|
|
$
|
45,000
|
|
|
Accounting
fees and expenses
|
|
$
|
35,000
|
|
|
Miscellaneous
costs
|
|
|
|
|
|
Total
|
|
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|
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Goldfarb Seligman & Co. will pass upon the validity of the
securities being registered hereby and certain other legal matters
in connection with the registration of such securities. White
& Case LLP will pass upon certain matters of New York law for
us in connection with the registration of certain securities being
registered hereby. Additional legal matters may be passed
upon for us, any underwriter and any selling security holders by
counsel that we will name in the applicable prospectus
supplement.
The
consolidated financial statements of the Company appearing in the
Company’s annual report on Form 20-F for the fiscal year ended
December 31, 2021, and the effectiveness of its internal control
over financial reporting as of December 31, 2021 have been audited
by Kost Forer Gabbay & Kasierer, a member of Ernst & Young
Global, independent registered public accounting firm, as set forth
in their report thereon, included therein, and incorporated herein
by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given
on the authority of such firm as experts in accounting and
auditing.
WHERE
YOU CAN FIND MORE INFORMATION
Available Information
We are
subject to the information requirements of the Exchange Act that
are applicable to foreign private issuers. Accordingly, we
are required to file reports and other information with the SEC,
including annual reports on Form 20-F and disclosure furnished
under cover of Form 6-K. The SEC maintains a website
(www.sec.gov) that
contains reports and other information regarding issuers, such as
us, that file electronically with the SEC. We also maintain a
website (www.allot.com),
from which you can access such reports and other information free
of charge as soon as reasonably practicable after such material is
electronically filed with, or furnished to, the SEC.
As a
foreign private issuer, we are exempt under the Exchange Act from
rules prescribing the furnishing and content of proxy statements,
and our officers, directors and principal shareholders are exempt
from the reporting and short-swing profit recovery provisions
contained in Section 16 of the Exchange Act. In addition, we
are not required under the Exchange Act to file periodic financial
statements with the SEC as frequently or as promptly as U.S.
companies whose securities are registered under the Exchange
Act.
Incorporation by Reference
The
SEC’s rules allow us to “incorporate by reference” information into
this prospectus, which means that we can disclose important
information to you by referring you to another document filed
separately with the SEC. The information incorporated by
reference is considered to be part of this prospectus and any
applicable prospectus, and later information that we file with the
SEC will automatically update and supersede this information.
This prospectus and any applicable prospectus supplement
incorporate by reference the documents set forth below that have
previously been filed with the SEC (other than those documents or
the portions of those documents that are “furnished” unless
otherwise specified below):
In
addition, any other annual reports on Form 20-F and reports on Form
6-K that we subsequently furnish to the SEC pursuant to the
Exchange Act prior to the termination of an offering made pursuant
to this prospectus, but excluding any information furnished to,
rather than filed with, the SEC, will also be incorporated by
reference into this prospectus (if they state that they are
incorporated by reference into this prospectus) and deemed to be
part of this registration statement from the date of the filing of
such documents.
Allot
Ltd.
Up to
12,785,917 Ordinary Shares
Offered
by Selling Security-Holder
The
date of this prospectus is April 19, 2022