Outerbridge Capital Amends Allot Ltd. Filing

TL;DR

Outerbridge Capital updated its Allot Ltd. stake filing. Check for new ownership details.

AI Summary

Outerbridge Capital Management, LLC has filed an amendment (No. 9) to its Schedule 13D regarding Allot Ltd. The filing, dated September 3, 2024, indicates a change in the reporting entity's holdings. Outerbridge Capital Management, LLC, located at 767 Third Avenue, New York, NY, is the filer.

Why It Matters

This filing signifies a potential shift in significant ownership or control of Allot Ltd., which could impact the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to volatility and strategic changes for the company.

Key Players & Entities

• Outerbridge Capital Management, LLC (company) — Filer of the Schedule 13D amendment
• Allot Ltd. (company) — Subject company of the filing
• 767 Third Avenue, New York, NY (location) — Business address of Outerbridge Capital Management, LLC

FAQ

Key Financial Figures

• $4,106,945 — by Outerbridge SOF II is approximately $4,106,945, excluding brokerage commissions. The a
• $114,425 — currently exercisable is approximately $114,425, excluding brokerage commissions. Item
• $5.00 — hase of December 20, 2024 Call Options ($5.00 Strike Price) 150,000 $0.1935 07/22/
• $0.1935 — Options ($5.00 Strike Price) 150,000 $0.1935 07/22/2024 Purchase of September 20,
• $2.50 — ase of September 20, 2024 Call Options ($2.50 Strike Price) 24,500 $0.5789 08/06/2
• $0.5789 — l Options ($2.50 Strike Price) 24,500 $0.5789 08/06/2024 Purchase of December 20,
• $0.1961 — Options ($5.00 Strike Price) 150,000 $0.1961 08/16/2024 Purchase of September 20,
• $0.9500 — l Options ($2.50 Strike Price) 44,000 $0.9500 08/21/2024

Filing Documents

• sc13da912733003_09032024.htm (SC 13D/A) — 140KB
• ex991to13da912733003_090324.htm (EX-99.1) — 19KB
• ex992to13da912733003_090324.htm (EX-99.2) — 8KB
• 0001193805-24-001078.txt ( ) — 169KB

Identity and Background

Item 2. Identity and Background .

(a) is hereby amended

Item 2(a) is hereby amended and restated to read as follows: (a) This statement is filed by: (i) Outerbridge Special Opportunities Fund II, LP, a Delaware limited partnership (“Outerbridge SOF II”); (ii) Outerbridge Special Opportunities GP II, LLC, a Delaware limited liability company (“Outerbridge GP II”), as the general partner of Outerbridge SOF II; (iii) Outerbridge Capital Management, LLC, a Delaware limited liability company (“Outerbridge Capital”), as the investment manager to Outerbridge SOF II; and (iv) Rory Wallace, as the managing member of each of Outerbridge Capital and Outerbridge GP II (together with Outerbridge SOF II, Outerbridge GP II and Outerbridge Capital, “Outerbridge”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: The Ordinary Shares beneficially owned by each of the Reporting Persons were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 722,523 Ordinary Shares owned directly by Outerbridge SOF II is approximately $4,106,945, excluding brokerage commissions. The aggregate purchase price of the call options referencing 368,500 Ordinary Shares held by Rory Wallace that are currently exercisable is approximately $114,425, excluding brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: The Reporting Persons acknowledge the actions taken by the Issuer over the past year to significantly reduce its costs and improve its operations, which have now resulted in positive free cash flow generation in the second fiscal quarter of 2024 and a commitment to be cash flow positive going forward. The Reporting Persons note that the Issuer recently signed a transformational SECaaS expansion with a Tier-1 European customer and believe that other long-awaited SECaaS expansions may soon follow. The Reporting Persons also believe that changing secular and competitive dynamics in the Issuer’s traffic management and analytics business will drive revenue and profit growth for that business in the coming years. 7 CUSIP No. M0854Q105 The Reporting Persons intend to remain a supportive shareholder of the Issuer.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) and (e) are hereby amended and restated to read as follows: The aggregate percentage of Ordinary Shares reported owned by each person named herein is based upon 38,712,407 Ordinary Shares outstanding as of June 30, 2024, which is the total number of Ordinary Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Report of Foreign Issuer on Form 6-K filed with the SEC on August 27, 2024. A. Outerbridge SOF II (a) As of the close of business on August 30, 2024, Outerbridge SOF II beneficially owned directly 722,523 Ordinary Shares. Percentage: Approximately 1.9% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 722,523 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 722,523 (c) Outerbridge SOF II has not entered into any transactions in the securities of the Issuer during the past sixty days. B. Outerbridge GP II (a) As the general partner of Outerbridge SOF II, Outerbridge GP II may be deemed the beneficial owner of the 722,523 Ordinary Shares beneficially owned directly by Outerbridge SOF II. Percentage: Approximately 1.9% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 722,523 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 722,523 8 CUSIP No. M0854Q105 (c) Outerbridge GP II has not entered into any transactions in the securities of the Issuer during the past sixty days. C. Outerbridge Capital (a) As the investment manager of Outerbridge SOF II, Outerbridge Capital may be deemed the beneficial owner of the 722,523 Ordinary Shares beneficially owned directly by Outerbridge SOF II. Percentage: Approximately 1.9% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 722,523 3. Sole power to dispose or direct the disposition: 0 4. S

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: 9 CUSIP No. M0854Q105 On August 29, 2024, the Reporting Persons, QVT Family Office Fund LP (“QVT Fund”) and certain affiliates of QVT Fund (together with QVT Fund, “QVT”) terminated the Group Agreement (as defined in the Schedule 13D, dated April 19, 2021). On August 29, 2024, Outerbridge Capital and QVT Fund terminated the QVT Voting Agreement (as defined in the Schedule 13D, dated April 19, 2021). Following the termination of the Group Agreement and the QVT Voting Agreement the Reporting Persons and QVT have each independently determined that they are no longer deemed to be acting as a “group,” as that term is used under Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits.

is hereby amended

Item 7 is hereby amended to add the following exhibits: 99.1 Termination of Group Agreement, dated August 29, 2024. 99.2 Joint Filing Agreement, dated September 3, 2024 10 CUSIP No. M0854Q105 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. Dated: September 3, 2024 OUTERBRIDGE CAPITAL MANAGEMENT, LLC By: /s/ Rory Wallace Name: Rory Wallace Title: Managing Member OUTERBRIDGE SPECIAL OPPORTUNITIES FUND II, LP By: Outerbridge Special Opportunities GP II, LLC, its general partner By: /s/ Rory Wallace Name: Rory Wallace Title: Managing Member OUTERBRIDGE SPECIAL OPPORTUNITIES GP II, LLC By: /s/ Rory Wallace Name: Rory Wallace Title: Managing Member /s/ Rory Wallace RORY WALLACE 11 CUSIP No. M0854Q105 SCHEDULE B Transactions in the Securities of the Issuer During the Past Sixty Days Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale RORY WALLACE Purchase of December 20, 2024 Call Options ($5.00 Strike Price) 150,000 $0.1935 07/22/2024 Purchase of September 20, 2024 Call Options ($2.50 Strike Price) 24,500 $0.5789 08/06/2024 Purchase of December 20, 2024 Call Options ($5.00 Strike Price) 150,000 $0.1961 08/16/2024 Purchase of September 20, 2024 Call Options ($2.50 Strike Price) 44,000 $0.9500 08/21/2024

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View this SC 13D/A filing on SEC EDGAR