UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
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 offices)
Indicate by
check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F
☐
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ___
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ___
EXPLANATORY NOTE
On May
12, 2022, Allot Ltd. (the “Company”) announced that it had entered
into a Cooperation Agreement (the “Cooperation Agreement”) with
Outerbridge Capital Management, LLC, QVT Financial LP, and certain
of their affiliates (collectively, “Outerbridge”), which
collectively own approximately 7.5% of the Company’s outstanding
shares. A copy of the Cooperation Agreement is attached
hereto as Exhibit 4.1.
Pursuant to the Cooperation Agreement, the Company has agreed to
immediately appoint Raffi Kesten as a member of the board of
directors of the Company to fill the vacancy on the board of
directors created by the departure of Miron (Ronnie) Kenneth, a
Class II director. The Company has also agreed to nominate Mr.
Kesten for election to the board of directors as a Class II
director at the Company’s 2022 annual shareholder meeting and then
again for a three-year term at the 2023 annual shareholder
meeting. Outerbridge has agreed to vote, among other things,
in favor of the Company’s board nominees and has agreed to
customary standstill provisions until one day after the Company’s
2023 annual shareholder meeting (the “Standstill Period”), provided
that Outerbridge shall be permitted to acquire additional shares to
enable total ownership of up to 15% percent of the Company’s
outstanding shares during the Standstill Period. Outerbridge
will also have the right to review and participate in financings,
if any, from shareholders of the Company at the time of the
financing subject to certain exceptions.
Mr.
Kesten has been determined by the Board to be an independent
director under NASDAQ listing standards and the applicable
rules of the Securities and Exchange Commission, and otherwise
satisfies applicable requirements under the Israeli Companies
Law. Mr. Kesten is not affiliated with Outerbridge.
The
above description is qualified in its entirety by the terms of the
Cooperation Agreement attached as Exhibit 4.1 to this Form 6-K, and
incorporated herein by reference.
Also
on May 12, 2022, the Company issued a press release announcing the
appointment of Mr. Kesten to the board of directors and the entry
into the Cooperation Agreement. A copy of the press release
entitled “Allot Appoints Raffi Kesten to Board of Directors;
Announces Cooperation Agreement with Outerbridge and QVT” is
attached to this Form 6-K as Exhibit 99.1.
The
information in this report, furnished on Form 6-K, shall be
incorporated by reference into each of the following Registration
Statements under the Securities Act of 1933, as amended, of the
registrant: Form S-8 (333-172492, 333-180770, 333-187406,
333-194833, 333-203028, 333-210420, 333-216893, 333-223838,
333-230391, 333-237405, 333-254298 and 333-263767) and Form F-3
(File No. 333-254296).
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.
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Allot
Ltd.
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May 12, 2022
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By:
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/s/
Daniella Naveh
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EXHIBIT
INDEX
The following exhibits are filed as
part of this Form 6-K: