UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31 , 2025
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company report..........................................
For the transition period from ____________ to ____________
Commission File Number 001-33129
(Exact Name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
VP Legal Affairs & General Counsel
Allot Ltd
Tel/Fax: +972 (9) 762-8419
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or ordinary shares as of December 31, 2025:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Non-accelerated filer ☐
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Emerging growth company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on the attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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International Financial Reporting
Standards as issued by the
International Accounting Standards Board ☐
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Other ☐
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
2
EXPLANATORY NOTE
This Amendment No. 1 to Form 20-F (this “Amendment”) amends the annual report on Form 20-F of Allot Ltd. (the “Company” or “our”) for the year ended December 31, 2025, which was filed with the U.S. Securities and Exchange Commission on March 26, 2026 (the “Original Report”). This Amendment is being filed solely to (i) amend an inadvertent error in the Opinion on Financial Statements of Kost Forer Gabbay & Kasierer to correct the as-of date for the internal control over financial reporting audit from December 31, 2024 to December 31, 2025, and (ii) amend an inadvertent error in the Opinion on Internal Control Over Financial Reporting of Kost Forer Gabbay & Kasierer to correct the date of the audit report mentioned therein from March 25, 2026 to March 26, 2026. The amendments appear on pages F-2 to F-4 of this Amendment.
As required by Rule 12b-15 under the Exchange Act, as amended, new certifications by our principal executive officer and principal financial officer are being filed as Exhibits 12.1, 12.2 and 13.1 to this Amendment.
This Amendment does not reflect events occurring after the filing of the Original Report and does not modify or update the disclosure therein in any way except as described above or herein. No other changes have been made to the Original Report. The filing of this Amendment should not be understood to mean that any statements contained in the Original Report, as amended by this Amendment, are true or complete as of any date subsequent to the original filing date of the Original Report.
3
TABLE OF CONTENTS
PART III
ITEM 17: Financial Statements
Not Applicable
ITEM 18: Financial Statements
See Financial Statements included at the end of this report.
ITEM 19: Exhibits
Number | Description |
101.INS | Inline XBRL Instance Document |
101.SCH | Inline XBRL Taxonomy Extension Schema Document |
101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document |
101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document |
101.LAB | Inline XBRL Taxonomy Label Linkbase Document |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
5
SIGNATURES
The registrant certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
Allot Ltd
By: /s/ Eyal Harari |
Eyal Harari |
Chief Executive Officer |
Dated: March 31, 2026
6
ALLOT LTD.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025
U.S. DOLLARS IN THOUSANDS
ALLOT LTD.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025
U.S. DOLLARS IN THOUSANDS
INDEX
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Page
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Reports of Independent Registered Public Accounting Firm (PCAOB ID No.
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F-2 - F-4
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F-5 - F-6
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F-7
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F-8
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F-9 – F-10
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F-11 - F-43
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- - - - - - - -
 |
Kost Forer Gabbay & Kasierer
144 Menahem Begin Road, Building A
Tel-Aviv 6492102, Israel
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Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of ALLOT LTD.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Allot Ltd. (the Company) as of December 31, 2025 and 2024, the related consolidated comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
F - 2
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Kost Forer Gabbay & Kasierer
144 Menahem Begin Road, Building A
Tel-Aviv 6492102, Israel
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Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
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Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Revenue Recognition
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Description of the Matter
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As described in Note 2m to the consolidated financial statements, the Company derives its revenues mainly from sales of products, related maintenance and support services and professional services. The Company’s contracts with customers often contain multiple performance obligations which are accounted for separately when they are distinct. The Company allocates the transaction price to the distinct performance obligations on a relative standalone selling price basis and recognizes revenue when control is transferred. Product revenues are recognized at the point in time when the product has been delivered. The Company recognizes revenues from maintenance and support services ratably over the term of the applicable maintenance and support agreement. Revenues from professional services are recognized, when the services are provided.
Auditing the Company’s determination of the stand-alone selling price was complex and required judgment due to the subjectivity of the assumptions that were used in developing the stand-alone selling price of distinct performance obligations.
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How We Addressed the Matter in Our Audit
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We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the determination of the stand-alone selling prices.
To test management’s determination of stand-alone selling price for each performance obligation, we performed procedures to evaluate the methodology applied. We evaluated the Company's analysis of stand-alone selling price, including reading sample of executed contracts to understand and evaluate management’s identification of significant terms, tested the accuracy of the underlying data and calculations and the application of that methodology to the sampled contracts. We tested the reasonableness of factors considered by management, such as historical sales, allocation of expenses, and appropriate margins. We also tested the mathematical accuracy of management’s calculations of revenue.
Finally, we assessed the appropriateness of the related disclosures in the consolidated financial statements.
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We have served as the Company’s auditor since 2006.
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Tel-Aviv, Israel
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/s/ KOST FORER GABBAY & KASIERER
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March 26, 2026 |
A member of EY Global
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F - 3
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Kost Forer Gabbay & Kasierer
144 Menahem Begin Road, Building A
Tel-Aviv 6492102, Israel
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Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of ALLOT LTD.
Opinion on Internal Control Over Financial Reporting
We have audited Allot Ltd. internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Allot Ltd. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated March 26, 2026, expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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/s/
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A member of EY Global
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March 26, 2026
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F - 4
ALLOT LTD.
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
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December 31,
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||||||||
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2025
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2024
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ASSETS
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||||||||
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CURRENT ASSETS:
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Cash and cash equivalents
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$
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$
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Restricted deposits
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||||||
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Short-term bank deposits
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Available-for-sale marketable securities
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Trade receivables, net (net of allowance for credit losses of $
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Other receivables and prepaid expenses
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||||||
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Inventories
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||||||
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Total current assets
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NON-CURRENT ASSETS:
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Severance pay fund
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||||||
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Restricted deposit
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Operating lease right-of-use assets
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Other assets
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Property and equipment, net
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Intangible assets, net
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Goodwill
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||||||
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Total non-current assets
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||||||
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Total assets
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$
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$
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||||
The accompanying notes are an integral part of the consolidated financial statements.
| F - 5 |
ALLOT LTD.
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data
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December 31,
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||||||||
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2025
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2024
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|||||||
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LIABILITIES AND SHAREHOLDERS' EQUITY
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CURRENT LIABILITIES:
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Trade payables
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$
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$
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Employees and payroll accruals
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Deferred revenues
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Short-term operating lease liabilities
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Other payables and accrued expenses
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Total current liabilities
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LONG-TERM LIABILITIES:
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Deferred revenues
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Long-term operating lease liabilities
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Accrued severance pay
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Convertible debt
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Total long-term liabilities
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SHAREHOLDERS' EQUITY:
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Share capital -
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Ordinary shares of NIS
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Additional paid-in capital
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Treasury share at cost -
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(
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)
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(
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)
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Accumulated other comprehensive income
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Accumulated deficit
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(
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)
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(
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)
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Total shareholders' equity
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Total liabilities and shareholders' equity
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$
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$
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The accompanying notes are an integral part of the consolidated financial statements.
| F - 6 |
ALLOT LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
U.S. dollars in thousands, except share and per share data
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Year ended December 31,
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2025
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2024
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2023
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Revenues:
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Products
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$
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$
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$
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Services
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Total revenues
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Cost of revenues:
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Products
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Services
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Total cost of revenues
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Gross profit
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Operating expenses:
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Research and development (net of grant participations of $
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Sales and marketing
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General and administrative
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Total operating expenses
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Operating income (loss)
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(
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)
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(
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)
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Loss from extinguishment
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(
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Other income
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Financial income, net
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Income (loss) before income tax expense
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(
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)
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(
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)
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Income tax expense
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Net income (loss)
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$
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$
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(
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)
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$
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(
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)
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||||
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Basic net income (loss) per share
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$
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$
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(
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)
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$
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(
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)
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Diluted net income (loss) per share
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$
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$
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(
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)
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$
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(
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)
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||||
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Weighted average number of shares used in computations basic net income (loss)
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Weighted average number of shares used in computations diluted net income (loss)
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Unrealized gain on available-for-sale marketable securities
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Unrealized gain (loss) on foreign currency cash flow hedges transactions
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(
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)
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Net amount reclassified to earnings from hedging transactions
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(
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)
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(
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)
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|||||||
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Total comprehensive income (loss)
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$
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$
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(
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)
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$
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(
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)
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||||
The accompanying notes are an integral part of the consolidated financial statements.
| F - 7 |
ALLOT LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
U.S. dollars in thousands, except share data
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Ordinary shares
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Additional
paid-in
capital
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Treasury
share
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Accumulated
other
comprehensive
income (loss)
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Accumulated
deficit
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Total
shareholders'
equity
|
|||||||||||||||||||||||
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Outstanding shares
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Amount
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|||||||||||||||||||||||||||
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Balance as of January 1, 2023
|
|
|
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(
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)
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(
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)
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(
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)
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|
||||||||||||||||||
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Exercise of share options and restricted share units
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(
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)
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||||||||||||||||||||
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Share-based compensation
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-
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|||||||||||||||||||||
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Other comprehensive loss
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-
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|||||||||||||||||||||
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Net loss
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-
|
|
|
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(
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)
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(
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)
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|||||||||||||||||||
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Balance as of December 31, 2023
|
|
|
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(
|
)
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(
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)
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|
|||||||||||||||||||
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Exercise of share options and restricted share units
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(
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)
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||||||||||||||||||||
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Share-based compensation
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-
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|
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|||||||||||||||||||||
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Other comprehensive loss
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-
|
|
|
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(
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) |
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(
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)
|
|||||||||||||||||||
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Net loss
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-
|
|
|
|
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(
|
) |
(
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) | |||||||||||||||||||
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Balance as of December 31, 2024
|
|
|
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(
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)
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(
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)
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|
|||||||||||||||||||
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Issuance of share capital
|
|
|
|
|
||||||||||||||||||||||||
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Exercise of share options and restricted share units
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|
|
|
|
|
|
|
|||||||||||||||||||||
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Share-based compensation
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-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive income
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Net income
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Balance as of December 31, 2025
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F - 8 |
ALLOT LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Cash flows from operating activities:
|
||||||||||||
|
Net income (loss)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
|
Depreciation, amortization and impairment
|
|
|
|
|||||||||
|
Share-based compensation
|
|
|
|
|||||||||
|
Capital loss
|
|
|
|
|||||||||
|
Loss from extinguishment
|
|
|
|
|||||||||
|
Other income
|
(
|
)
|
|
|
||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Decrease (Increase) in accrued severance pay, net
|
|
(
|
)
|
|
||||||||
|
Decrease (Increase) in other assets, other receivables and prepaid expenses
|
(
|
)
|
|
|
||||||||
|
Decrease in accrued interest and amortization of premium on available-for sale marketable securities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Decrease in operating lease right-of-use asset
|
|
|
|
|||||||||
|
Decrease in operating leases liability
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Decrease (Increase) in trade receivables
|
(
|
)
|
(
|
)
|
|
|||||||
|
Decrease (Increase) in inventories
|
(
|
)
|
|
|
||||||||
|
Decrease in trade payables
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Increase (Decrease) in employees and payroll accruals
|
|
(
|
)
|
(
|
)
|
|||||||
|
Increase (Decrease) in deferred revenues
|
|
|
(
|
)
|
||||||||
|
Increase (Decrease) in other payables and accrued expenses
|
|
(
|
)
|
(
|
)
|
|||||||
|
Gain of foreign exchange on cash and cash equivalents
|
(
|
)
|
|
|
||||||||
|
Net cash provided by (used in) operating activities
|
|
|
(
|
)
|
||||||||
|
Cash flows from investing activities:
|
||||||||||||
|
Decrease (Increase) in restricted deposit
|
(
|
)
|
|
(
|
)
|
|||||||
|
Investment in short-term bank deposits
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Withdrawal in short-term bank deposits
|
|
|
|
|||||||||
|
Purchase of property and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Investment in available-for sale marketable securities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Proceeds from redemption of marketable securities
|
|
|
|
|||||||||
|
Proceeds from sale of marketable securities
|
|
|
|
|||||||||
|
Proceeds from sale of patent
|
|
|
|
|||||||||
|
Net cash provided by (used in) investing activities
|
(
|
)
|
(
|
)
|
|
|||||||
| F - 9 |
ALLOT LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Year ended
December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Cash flows from financing activities:
|
||||||||||||
|
Issuance of share capital
|
|
|
|
|||||||||
|
Proceeds from exercise of stock options
|
|
|
|
|||||||||
|
Redemption of convertible debt
|
(
|
)
|
|
|
||||||||
|
Net cash provided by financing activities
|
|
|
|
|||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
|
|||||||||
|
Increase in cash and cash equivalents
|
|
|
|
|||||||||
|
Cash and cash equivalents at the beginning of the year
|
|
|
|
|||||||||
|
Cash and cash equivalents at the end of the year
|
$
|
|
$
|
|
$
|
|
||||||
|
Supplementary cash flow information:
|
||||||||||||
|
Cash paid/received during the year for:
|
||||||||||||
|
Taxes paid, net
|
$
|
|
$
|
|
$
|
|
||||||
|
Interest received
|
$
|
|
$
|
|
$
|
|
||||||
|
Non-cash activity:
|
||||||||||||
|
ROU asset and lease liability decrease, due to lease termination
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Redemption of convertible debt
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Right-of-use assets obtained in the exchange for operating lease liabilities
|
$
|
|
$
|
|
$
|
|
||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F - 10 |
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 1: - |
GENERAL
|
| a. |
Allot Ltd. (the "Company") was incorporated in November 1996 under the laws of the State of Israel. The Company is engaged in developing, selling and marketing of leading innovative network intelligence (“Allot Smart”) and security solutions (“Allot Secure”) for mobile and fixed service providers as well as enterprises worldwide. Our solutions are deployed globally for network and application analytics, traffic control and shaping, network-based security including mobile security, distributed denial of service (DDoS) protection, IoT security, and more. Allot Smart generates insightful intelligence that allows CSPs to analyze every packet of network, user, application and security data, CSPs can see, control and secure their networks, optimizing performance, minimizing costs and maximizing end-user QoE. Allot Secure provides security service for the mass market and SMB at home, at work and on the go for mobile, fixed and 5G converged networks. Allot Secure enables customers to detect security breaches and protect networks and network users from attacks.
|
The Company's Ordinary Shares are listed in the NASDAQ Global Select Market under the symbol "ALLT" from its initial public offering in November 2006. Since November 2010, the Company's Ordinary Shares have been listed for trading in the Tel Aviv Stock Exchange as well.
The Company holds twelve wholly-owned subsidiaries (the Company together with its subsidiaries shall collectively be referred to as "Allot"): Allot Communications, Inc. in Burlington, Massachusetts, United-States (the "U.S. subsidiary"), which was incorporated in 1997 under the laws of the State of California, Allot Communication Europe SARL, France (the "European subsidiary"), which was incorporated in 1998 under the laws of France, Allot Communications Japan K.K. in Tokyo, Japan (the "Japanese subsidiary"), which was incorporated in 2004 under the laws of Japan, Allot Communication (UK) Limited (the "UK subsidiary"), which was incorporated in 2006 under the laws of England and Wales, Allot Communications (Asia Pacific) Pte. Ltd. ("the Singaporean subsidiary"), which was incorporated in 2006 under the laws of Singapore, Allot India Private Limited. (the "Indian subsidiary”), which was incorporated in 2012 under the laws of India and commenced its activity in 2013, Allot Communications Africa (PTY) Ltd. (the "African subsidiary”), which was incorporated in 2013 under the laws of South Africa, Allot Communications Spain, S.L. Sociedad Unipersonal (the "Spanish subsidiary”), which was incorporated in 2015 under the laws of Spain, Allot Communications (Colombia) S.A.S (the "Colombian subsidiary”), which was incorporated in 2015 under the laws of Colombia and Allot MexSub (the "Mexican subsidiary"), which was incorporated in 2015 under the laws of Mexico, Allot Turkey Komunikasion Hizmeleri limited (the “Turkish subsidiary”), which was incorporated in 2018 under laws of Turkey, Allot Australia (PTY) LTD (the “Australian subsidiary”), which was incorporated in 2018 under the laws of Australia.
F - 11
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 1: - |
GENERAL (Cont.)
|
The European, Singaporean, Indian, Colombian, U.S, Japanese, African and Turkish subsidiaries are engaged in sales and marketing, technical support services and other services of the Company's products. The UK and Australian subsidiaries are engaged in sales and marketing and other services.
The Spanish and Mexican subsidiaries commenced operations in 2015 and are engaged in the sales and marketing, technical support and development activities of one of the Company's product lines.
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES
|
The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP").
| a. |
Use of estimates:
|
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
| b. |
Financial statements in U.S. dollars:
|
The majority operation of the Company and its subsidiaries are generated in U.S. dollars ("dollar") or linked to the dollar. The Company's management believes that the dollar is the currency of the primary economic environment in which the Company and its subsidiaries operate. Thus, the functional and reporting currency of the Company and its subsidiaries is the dollar.
Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into U.S. dollars in accordance with Accounting Standards Codification No. 830, "Foreign Currency Matters" ("ASC No. 830"). All transactions gains and losses from the remeasurement of monetary balance sheet items are reflected in the statements of operations as financial income or expenses as appropriate. Financial gains and (losses) related to exchange rate differences in connection with revaluation of assets and liabilities in non-dollar denominated currencies for the years ended December 31, 2025, 2024, and 2023 amounted to $ (119 ), $ (502 ) and $ 378 , respectively.
F - 12
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
c.
|
Principles of consolidation:
|
The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation.
|
d.
|
Cash and cash equivalents:
|
The Company considers all unrestricted highly liquid investments which are readily convertible into cash, with a maturity of three months or less at the date of acquisition, to be cash equivalents.
|
e.
|
Restricted deposits:
|
Restricted deposits consist of deposits used as security for the company’s transactions with customers, hedging transactions and lease agreements. As of December 31, 2025 and 2024, restricted deposits were mainly denominated in U.S. dollars, amounted to $ 6,900 and $1,183 , respectively, and bore a weighted average interest rate of 4.40 % and 4.54 %, respectively.
| f. |
Short-term bank deposits:
|
Short-term bank deposits are deposits with maturities of more than three months but less than one year at the balance sheet date. The deposits are in dollars and bear interest at an annual weighted average rate of 4.51 % and 5.23 % on December 31, 2025 and 2024, respectively.
|
g.
|
Trade Receivable and Allowances:
|
Trade receivables are recorded and carried at the original invoiced amount which was recognized as revenues less an allowance for any potential uncollectible amounts. The Company makes estimates of expected credit losses for the allowance for credit losses and allowance for unbilled receivables based upon its assessment of various factors, including historical experience, the age of the trade receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The estimated credit loss allowance is recorded as general and administrative expenses on the Company’s consolidated statements of income (loss).
The following table displays a rollforward of the total allowance for credit losses for the years ended December 31, 2025, 2024, and 2023.
F - 13
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
2025
|
2024
|
2023
|
||||||||||
|
Total allowance for credit losses – January 1
|
|
|
|
|||||||||
|
Current-period provision for expected credit losses
|
|
|
|
|||||||||
|
Write-offs
|
(
|
)
|
|
(
|
)
|
|||||||
|
Recoveries collected
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Total allowance for credit losses – December 31
|
|
|
|
|||||||||
During 2023, the Company recognized a $ 22,563 increase in the credit losses provision. This increase was primarily due to management’s estimation regarding the deterioration in the economic conditions of four customers, mainly in Africa, during 2023 and their ability to repay their outstanding debt.
|
h.
|
Marketable securities:
|
Marketable securities consist mainly of government bonds. The Company determines the appropriate classification of marketable securities at the time of purchase and re-evaluates such designation at each balance sheet date. In accordance with FASB ASC No. 320 “Investments- Debt Securities,” the Company classifies marketable securities as available-for-sale. Available-for-sale securities are stated at fair value, with unrealized gains and losses reported in accumulated other comprehensive income (loss), a separate component of shareholders’ equity, net of taxes. Realized gains and losses on sales of marketable securities, as determined on a specific identification basis, are included in financial income, net. The amortized cost of marketable securities is adjusted for amortization of premium and accretion of discount to maturity, both of which, together with interest, are included in financial income, net. The Company has classified all marketable securities as short-term, even though the stated maturity date may be one year or more beyond the current balance sheet date, because it is probable that the Company will sell these securities prior to maturity to meet liquidity needs or as part of risk versus reward objectives.
Available-for-sale debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses in accordance with ASC 326, Financial Instrument-Credit Losses..
The Company periodically evaluates its available-for-sale debt securities for impairment. If the amortized cost of an individual security exceeds its fair value, the Company considers its intent to sell the security or whether it is more likely than not that it will be required to sell the security before recovery of its amortized basis. If either of these criteria are met, the Company writes down the security to its fair value and records the impairment charge in interest and other income, net in the Consolidated Statements Of Comprehensive Loss. If neither of these criteria are met, the Company determines whether credit loss exists.
Expected credit losses on available-for-sale debt securities are recognized in interest and other income (expense), net, on the Company’s consolidated statements of income (loss), and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss) in Shareholder's equity. As of December 31, 2025, 2024 and 2023, no credit loss impairment was recorded regarding the available for sale marketable securities.
F - 14
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
i.
|
Inventories:
|
Inventories are stated at the lower of cost or net realizable value. Cost is determined by the “moving average cost” method. Inventory write-offs are provided to cover risks arising primarily from end-of-life products and from slow-moving items, technological obsolescence, and excess inventory.
Inventory net write‑offs for the years ended December 31, 2025, 2024 and 2023 amounted to $(349 ), $3,020 and $1,558 , respectively. Although write‑offs were recorded in 2025, the overall net impact was a decrease in inventory provisions, which resulted primarily from the sale of items previously reserved for, as well as the scrapping of obsolete items, which reduced the related inventory provision balance.
|
j.
|
Property and equipment, net:
|
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates:
|
%
|
|||
|
Lab equipment
|
|
||
|
Computers and peripheral equipment
|
|
||
|
Office furniture
|
|
||
|
SECaaS equipment*
|
|
||
|
Leasehold improvements
|
|
*SECaaS equipment – the equipment used for SECaaS revenues
| k. |
Goodwill:
|
Goodwill represents the excess of the purchase price over the fair value of net assets of purchased businesses. Under Accounting Standards Codification No. 350, "Intangibles-Goodwill and Other" ("ASC No. 350"), goodwill is not amortized, but rather subject to an annual impairment test, or more often if there are indicators of impairment present. In accordance with ASC No. 350 the Company performs an annual impairment test at December 31 each year.
F - 15
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If the Company elects not to use this option, or if the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company prepares a quantitative analysis to determine whether the carrying value of reporting unit exceeds its estimated fair value. If the carrying value of a reporting unit exceeds its estimated fair value, the Company recognizes an impairment of goodwill for the amount of this excess.
The Company operates in one operating segment, and this segment comprises its only reporting unit. The Company has performed an annual impairment analysis as of December 31, 2025 and determined that the carrying value of the reporting unit was lower than the fair value of the reporting unit. Fair value is determined using market value. During the years 2025, 2024 and 2023, no impairment losses were recorded.
| l. |
Impairment of long-lived assets, Right-of-use assets, and intangible assets subject to amortization:
|
Property and equipment, Right-of-use assets, and intangible assets subject to amortization are reviewed for impairment in accordance with ASC No. 360, "Accounting for the Impairment or Disposal of Long-Lived Assets," whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Intangible assets acquired in a business combination are recorded at fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives.
Some of the acquired intangible assets are amortized over their estimated useful lives in proportion to the economic benefits realized. This accounting policy results in accelerated amortization of such customer relationships as compared to the straight-line method. All other intangible assets are amortized over their estimated useful lives on a straight-line basis.
The Company has performed an annual impairment analysis as of December 31, 2025 and determined that there were no circumstances indicating the asset’s carrying value may not be recoverable. During the years 2025 and 2024, no impairment losses were recorded. During 2023, impairment losses were recorded in the amount of $ 1,614 .
F - 16
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| m. |
Revenue recognition:
|
The Company generates revenues mainly from selling its products along with related maintenance and support services. At times, these arrangements may also include professional services, such as installation services or training. Some of the Company’s product sales are through resellers, distributors, OEMs and system integrators, all of whom are considered end-users. The Company also generates revenues from services, in which the Company provides network filtering and security services to its customers.
The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive. As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities (e.g., sales tax and other indirect taxes).
Some of the Company's contracts usually include combinations of products and services, that are capable of being distinct and accounted for as separate performance obligations. The products are distinct as the customer can derive the economic benefit of it without any professional services, updates or technical support. The Company allocates the transaction price to each performance obligation based on its relative standalone selling price out of the total consideration of the contract. For support, the Company determines the standalone selling prices based on the price at which the Company separately sells a renewal support contract on a stand-alone basis. For professional services, the Company determines the standalone selling prices based on the price at which the Company separately sells those services on a stand-alone basis. If the standalone selling price is not observable, the Company estimates the standalone selling price by taking into account available information such as geographic or regional specific factors, internal costs, profit objectives, and internally approved pricing guidelines related to the performance obligation.
Product revenue is recognized at a point in time when the performance obligation is being satisfied, generally upon shipment or acceptance. Maintenance and support related revenues are deferred and recognized on a straight-line basis over the term of the applicable maintenance and support agreement since these services have a consistent continuous pattern of transfer to a customer during the contract period. Professional services are usually recognized at a point in time when the performance obligation is being satisfied.
The Company elected the practical expedient to not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. In general, the company payment terms are one year or less.
F - 17
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
In certain contracts, the Company provides the customer with financing for a period exceeding the regular credit terms for customers. In such circumstances, the Company recognizes revenue based on the amount that reflects the price that would have been paid by the customer in cash on the date of receipt of the goods or services, and the balance is recognized in finance income.
The Company also enters service contracts, in which the Company provides security as a service (SECaaS) solution to operators, which the Company considers as its customers. The Company's security as a service solution is offered to operators on a Revenue Share business model, where both the Company and the operator share the revenue generated from the operator's subscribers or a monthly fee per user. Most of the Company's security as a service contracts contain a single performance obligation comprised of series of distinct goods and services satisfied over time. The contracts consideration is based on usage by the operator's subscribers. As such, the Company allocates the variable consideration in those contracts to distinct service periods in which the service is provided and recognizes revenue for each distinct service period.
Deferred revenue includes amounts received from customers for which revenue has not yet been recognized. Deferred revenues are classified as short and long-term based on their contractual term and recognized as (or when) the Company performs under the contract.
During the years ended December 31, 2025, 2024 and 2023, the Company recognized revenue of approximately $16,247 , $10,322 and $17,165 , respectively, which was included in the deferred revenue balances at the beginning of each respective period.
The change in the deferred revenues balances during the period consisted of Increases due to payments received in advance of performance, which were offset by decreases due to revenues recognized in the period.
The portion of the transaction price allocated to remaining performance obligations represents contracts that have not yet been recognized that include deferred revenue and amounts not yet received that will be recognized as revenue in future periods. As of December 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations that the Company expects to recognize is $ 102,741 of which approximately $75,346 is estimated to be recognized before December 31, 2026 and approximately $27,395 is estimated to be recognized after December 31, 2026. Excluding variable considerations related to base fee from SECaaS.
The Company pays sales commissions to sales and marketing personnel based on their certain predetermined sales goals. The company evaluates its commission and capitalize only incremental commissions costs which are considered recoverable costs of obtaining a contract with a customer. These capitalized sales commissions costs are amortized over a period of benefit which is typically over the term of the customer contracts as initial commission rates are commensurate with the renewal commission rates. Amortization expenses related to these costs are included in sales and marketing expenses in the consolidated statements of operations. For the year ended December 31, 2025 and December 31, 2024, the deferred commission was $1,457 and $1,131 accordingly.
F - 18
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The amortization of deferred commission for 2025, 2024 and 2023 were $1,716 , $2,087 and $1,239 . The Company uses the practical expedient and does not assess the existence of a significant financing component when the difference between payment and revenue recognition is a year or less.
The Company estimated variable consideration related to product returns based on its experience with historical product returns and other known factors. As of December 31, 2025 and 2024, this provision was recorded as part of other payables and accrued expenses.
The Company recognizes term-based license agreements at the point in time when control transfers and the associated maintenance revenues over the contract period.
Depending on the shipping terms agreed with the customer, the Company may perform shipping and handling activities after the customer obtains control of the goods and revenue is recognized. The Company has elected to account for shipping and handling costs as activities to fulfill the promise to transfer the goods. As a result of this accounting policy election, the Company does not consider shipping and handling activities after the customer obtains control of the goods as promised services to its customers. Shipping expenses for the years ended December 31, 2025, 2024 and 2023 were immaterial.
|
n.
|
Cost of revenues:
|
Cost of revenues consists primarily of costs of materials and the cost of maintenance and services, resulting from costs associated with support, customer success and professional services.
|
o.
|
Research and development costs:
|
Accounting Standards Codification No. 985-20, requires capitalization of certain software development costs subsequent to the establishment of technological feasibility.
Based on the Company's product development process, technological feasibility is established upon the completion of a working model. The Company does not incur material costs between the completion of a working model and the point at which the products are ready for general release. Therefore, research and development costs are charged to the consolidated statement of comprehensive loss as incurred.
|
p.
|
Severance pay:
|
The liability in Israel for substantially all of the Company`s employees in respect of severance pay liability is calculated in accordance with Section 14 of the Severance Pay Law -1963 (herein- "Section 14"). Section 14 states that Company's contributions for severance pay shall be in line of severance compensation and upon release of the policy to the employee, no additional obligations shall be conducted between the parties regarding the matter of severance pay and no additional payments shall be made by the Company to the employee.
F - 19
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Furthermore, the related obligation and amounts deposited on behalf of such obligation under Section 14, are not stated on the balance sheet, because pursuant to the current ruling, they are legally released from the obligation to employees once the deposits have been paid.
There are a limited number of employees in Israel, for whom the Company is liable for severance pay. The Company's liability for severance pay for its Israeli employees was calculated pursuant to Section 14, based on the most recent monthly salary of its Israeli employees multiplied by the number of years of employment as of the balance sheet date for such employees.
The Company's liability was partly provided by monthly deposits with severance pay funds and insurance policies and the remainder by an accrual.
Severance expense for the years ended December 31, 2025, 2024 and 2023, amounted to $ 2,041 , $ 1,861 and $ 6,057 , respectively. During 2023, the Company implemented a cost reduction plan which included separation of employees which derived the 2023 severance exepenses.
|
q.
|
Accounting for share-based compensation:
|
The Company accounts for share-based compensation in accordance with Accounting Standards Codification No. 718, "Compensation - Stock Compensation" ("ASC No. 718") that requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statement of comprehensive loss. The Company recognizes
compensation expenses for the value of its awards based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures.
The Company estimated the forfeiture rate based on historical forfeitures of equity awards and adjusted the rate to reflect changes in facts and circumstances if any.
The following table sets forth the total share-based compensation expense resulting from share options, restricted share units and Phantoms granted to employees included in the consolidated statements of comprehensive loss, for the years ended December 31, 2025, 2024 and 2023:
|
Year ended
December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Cost of revenues
|
$
|
|
$
|
|
$
|
|
||||||
|
Research and development
|
|
|
|
|||||||||
|
Sales and marketing
|
|
|
|
|||||||||
|
General and administrative
|
|
|
|
|||||||||
|
Total share-based compensation expense
|
$
|
|
$
|
|
$
|
|
||||||
F - 20
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
During 2025, 2024 and 2023 no options were granted by the Company.
The computations of expected volatility and suboptimal exercise multiple is based on the average of the Company's realized historical share price. The computation of the suboptimal exercise multiple and the forfeiture rates are based on the grantee's expected exercise prior and post vesting termination behavior. The interest rate for a period within the contractual life of the award is based on the U.S. Treasury Bills yield curve in effect at the time of grant.
The Company currently has no plans to distribute dividends and intends to retain future earnings to finance the development of its business.
The expected life of the share options represents the weighted-average period the share options are expected to remain outstanding and is a derived output of the binomial model. The expected life of the share options is impacted by all of the underlying assumptions used in the Company's model.
The option pricing model of the of restricted share units ("RSUs") is based on the closing market value of the underlying shares at the date of grant.
The expected annual pre-vesting forfeiture rate affects the number of vested RSUs. Based on the Company's historical experience, the pre-vesting is in the range of 0 30
|
r.
|
Treasury share:
|
In the past, the Company repurchased its Ordinary shares on the open market and holds such shares as treasury share. The Company presents the cost to repurchase treasury share as a reduction of shareholders' equity.
|
s.
|
Concentration of credit risks:
|
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, short-term bank deposits, trade receivables and derivative instruments.
The majority of cash and cash equivalents and short-term deposits of the Company are invested in dollar deposits in major U.S. and Israeli banks. Such investments in the United States may be in excess of insured limits and are not insured in other jurisdictions. Generally, the cash and cash equivalents and short-term bank deposits may be redeemed upon demand, and therefore, bear minimal risk.
F - 21
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Marketable securities include investments in Dollar linked corporate and government bonds. Marketable securities consist of highly liquid debt instruments with high credit standing. The Company’s investment policy, approved by the Board of Directors, limits the amount the Group may invest in any one type of investment or issuer, thereby reducing credit risk concentrations. Management believes that the portfolio is well diversified and, accordingly, minimal credit risk exists with respect to these marketable debt securities.
The Company's trade receivables are derived from sales to customers located in EMEA, as well as in APAC, Jako and Americas. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its customers and establishes an allowance for credit losses on a specific basis. Allowance for credit losses amounted to $9,611 and $ 25,306 as of December 31, 2025 and 2024, respectively. See note 2g above.
As of December 31, 2025 the company have past due of $0.9 million.
The Company utilizes foreign currency forward contracts to protect against risk of overall changes in exchange rates for some of its currencies exposure. The derivative instruments hedge a portion of the Company's non-dollar currency exposure. Counterparties to the Company’s derivative instruments are all major financial institutions and its exposure is limited to the amount of any asset resulting from the forward contracts.
|
t.
|
Government grants:
|
Grants from the Israel Innovation Authority (IIA):
Participation grants from the Israel Innovation Authority (Previously known as the Office of the Chief Scientist) for research and development activity are recognized at the time the Company is entitled to such grants on the basis of the costs incurred and included as a deduction of research and development costs. Research and development non royalty bearing grants recognized amounted to $ 68 , $ 489 and $ 552 in 2025, 2024 and 2023, respectively.
Grants from the Spain Tax Authorities:
Participation grants from the Spain Tax Authorities for research and development activity are recognized at the time the Company is entitled to such grants on the basis of the costs incurred and included as a deduction of research and development costs. Research and development non royalty bearing grants recognized amounted to $ 1,332 , $ 1,106 and $ 2,577 in 2025 ,2024 and 2023, respectively.
F - 22
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
u.
|
Income taxes:
|
The Company accounts for income taxes in accordance with Accounting Standards Codification No. 740, "Income Taxes" ("ASC No. 740"). ASC No. 740 prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The deferred tax assets and liabilities are classified to non-current assets and liabilities, respectively.
ASC No. 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company classifies interest and penalties related to unrecognized tax benefits in taxes on income.
|
v.
|
Basic and diluted net income (loss) per share:
|
Basic net income (loss) per share is computed based on the weighted average number of Ordinary Shares outstanding during each year. Diluted net income (loss) per share is computed based on the weighted average number of Ordinary Shares outstanding during each year, plus dilutive potential Ordinary Shares considered outstanding during the year, in accordance with FASB ASC 260 "Earnings Per Share".
For the year ended December 31, 2025, outstanding RSUs have been part of the calculation of the diluted net income per share since their effect is dilutive. The amount of those RSU’s was 2,343,192 .
For the years ended December 31, 2024 and 2023, all outstanding options and RSUs have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive. The amount of those options and RSU’s was: 3,107,441 , 2,665,194 , respectively.
F - 23
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
w.
|
Comprehensive income (loss):
|
The Company accounts for comprehensive income (loss) in accordance with Accounting Standards Codification No. 220, "Comprehensive Income" ("ASC No. 220"). This statement establishes standards for the reporting and display of comprehensive income (loss) and its components in a full set of general purpose financial statements. Comprehensive income (loss) represents all changes in shareholders' equity during the period except those resulting from investments by, or distributions to shareholders. The Company determined that its items of other comprehensive income (loss) relate to unrealized gains and losses on hedging derivative instruments and unrealized gains and losses on available-for-sale marketable securities.
The following table shows the components and the effects on net loss of amounts reclassified from accumulated other comprehensive loss as of December 31, 2025:
|
Year ended
December 31, 2025
|
||||||||||||
|
Unrealized gain on marketable securities
|
Unrealized gains on cash flow hedges
|
Total
|
||||||||||
|
Balance as of December 31, 2024
|
$
|
|
$
|
|
$
|
|
||||||
|
Changes in other comprehensive income before reclassifications
|
|
|
|
|||||||||
|
Amounts reclassified from accumulated other comprehensive income to:
|
||||||||||||
|
Cost of revenues
|
|
(
|
)
|
(
|
)
|
|||||||
|
Research and development
|
|
(
|
)
|
(
|
)
|
|||||||
|
Sales and marketing
|
|
(
|
)
|
(
|
)
|
|||||||
|
General and administrative
|
|
(
|
)
|
(
|
)
|
|||||||
|
Net current-period other comprehensive income
|
|
|
|
|||||||||
|
Balance as of December 31, 2025
|
$
|
|
$
|
|
$
|
|
||||||
There was no income tax expense or benefit allocated to other comprehensive income, including reclassification adjustments for the year ended December 31, 2025.
|
x.
|
Fair value of financial instruments:
|
The carrying amounts of short-term bank deposits, trade receivables, other receivables, trade payables and other payables approximate their fair value due to the short-term maturities of such instruments.
The Company measures its cash and cash equivalents, marketable securities, derivative instruments at fair value. Fair value is an exit price, representing the amount that would be received if the Company were to sell an asset or paid to transfer a liability in an orderly transaction between market participants.
F - 24
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
The Company uses a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
| Level 1 - |
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
| Level 2 - |
Include other inputs that are directly or indirectly observable in the marketplace, other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets with insufficient volume or infrequent transactions, or other inputs that are observable (model-derived valuations in which significant inputs are observable), or can be derived principally from or corroborated by observable market data; and
|
| Level 3 - |
Unobservable inputs which are supported by little or no market activity.
|
The Company categorized each of its fair value measurements in one of those three levels of hierarchy. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The Company measures its marketable securities and foreign currency derivative contracts at fair value. Marketable securities and foreign currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.
|
y.
|
Derivatives and hedging:
|
The Company accounts for derivatives and hedging based on Accounting Standards Codification No. 815, "Derivatives and Hedging" ("ASC No. 815").
The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value. Derivative instruments that are not designated and qualified as hedging instruments must be adjusted to fair value through earnings. For highly effective derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges. Gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (loss) in shareholders' equity and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.
F - 25
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| z. |
Business combinations:
|
The Company accounts for business combinations in accordance with ASC No. 805. ASC No. 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. Any excess of the fair value of net assets acquired over the purchase price is recorded as goodwill and any subsequent changes in estimated contingencies are to be recorded in earnings. In addition, changes in valuation allowance related to acquired deferred tax assets and acquired income tax positions are to be recognized in earnings.
|
aa.
|
Lease:
|
The Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of an identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout lease period, and (3) whether the Company has a right to direct the use of the asset. The Company elected to not recognize a lease liability and a right-of-use (“ROU”) asset for leases with a term of twelve months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make minimum lease payments arising from the lease. ROU assets are initially measured at amounts, which represents the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The lease liability is initially measured at lease commencement date based on the discounted present value of minimum lease payments over the lease term. The implicit rate within the company's operating leases is generally not determinable, therefore the Company uses it’s Incremental Borrowing Rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located. Certain leases include options to extend or terminate the lease.
An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option.
Payments under our lease arrangements are primarily fixed, however, certain lease agreements include rental payments that are adjusted periodically for the consumer price index ("CPI"). The ROU and lease liability were calculated using the CPI as of the commencement date and will not be subsequently adjusted, unless the liability is reassessed for other reasons. Other variable lease payments are primarily comprised of payments affected by common area maintenance and utility charges.
F - 26
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
ab.
|
Warranty costs:
|
The Company generally provides three months software and a one-year hardware assurance for its products. A provision is recorded for estimated warranty costs at the time revenues are recognized based on the Company's experience. Warranty expenses for the years ended December 31, 2025, 2024 and 2023 were immaterial.
|
ac.
|
Recently Adopted Accounting Pronouncements:
|
In December 2023, the FASB issued ASU 2023-09, Income Taxes (ASU 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 on a prospective basis during the year ended December 31, 2025, which resulted in updated income tax disclosures. See Note 14 in the accompanying notes to the consolidated financial statements for further details.
|
ad.
|
Recent Accounting Guidance Not Yet Adopted
|
ASU 2025-09 derivatives and hedging - In November 2025, the FASB issued ASU 2025-09 to amend the guidance in Derivatives and Hedging (Topic 815). The update provides targeted improvements intended to enhance the application of hedge accounting, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness, and clarifications related to hedging non-financial items. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company is currently evaluating the impact on its financial statement disclosures.
ASU 2025-11 interim reporting - In December 2025, the FASB issued ASU 2025-11 to amend the guidance in Interim Reporting (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the impact on its consolidated financial statement disclosures.
ASU 2025-12 codification improvements - In December 2025, the FASB issued ASU 2025-12 Codification Improvements to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S. GAAP. The update represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company is currently evaluating the impact on its consolidated financial statement.
F - 27
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 3: - |
AVAILABLE-FOR-SALE MARKETABLE SECURITIES
|
The following is a summary of available-for-sale marketable securities:
|
December 31, 2025
|
December 31, 2024
|
|||||||||||||||||||||||||||||||
|
Amortized
cost
|
Gross
unrealized
gain
|
Gross
unrealized
loss
|
Fair
Value
|
Amortized
cost
|
Gross
unrealized
gain |
Gross
unrealized
loss
|
Fair
value
|
|||||||||||||||||||||||||
|
Available-for-sale - matures within one year:
|
||||||||||||||||||||||||||||||||
|
US Governmental debentures
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||||||
As of December 31, 2025 and 2024, the Company had no investments with unrealized loss for more than 12 months.
As of December 31,2025, 2024 and 2023, no credit loss impairment was recorded regarding the available for sale marketable securities.
| NOTE 4: - |
FAIR VALUE MEASUREMENTS
|
In accordance with ASC No. 820, the Company measures its marketable securities and foreign currency derivative instruments at fair value. Available for sale marketable securities are classified within Level 2. This is because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
The Company's financial net assets measured at fair value on a recurring basis, including accrued interest components, consisted of the following types of instruments as of December 31, 2025 and 2024, respectively:
|
As of December 31, 2025
|
||||||||||||||||
|
Fair value measurements using input type
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Assets:
|
||||||||||||||||
|
Available-for-sale marketable securities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Foreign currency derivative contracts
|
|
|
|
|
||||||||||||
|
Total financial assets
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
F - 28
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 4: - |
FAIR VALUE MEASUREMENTS (Cont.)
|
|
As of December 31, 2024
|
||||||||||||||||
|
Fair value measurements using input type
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Assets:
|
||||||||||||||||
|
Available-for-sale marketable securities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Foreign currency derivative contracts
|
|
|
|
|
||||||||||||
|
Liabilities:
|
||||||||||||||||
|
Foreign currency derivative contracts
|
|
(
|
)
|
|
(
|
)
|
||||||||||
|
Total financial net assets
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
| NOTE 5: - |
DERIVATIVE INSTRUMENTS
|
The Company enters into hedge transactions with a major financial institution, using derivative instruments, primarily forward contracts and options to purchase and sell foreign currencies, in order to reduce the net currency exposure associated with anticipated expenses (primarily salaries and related expenses that are designated as cash flow hedges).
The Company currently hedges such future exposures for a maximum period of two years. However, the Company may choose not to hedge certain foreign currency exchange exposures for a variety of reasons, including but not limited to immateriality, accounting considerations and the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange rates.
The Company records all derivatives on the consolidated balance sheets at fair value in accordance with ASC No. 820 at Level 2. Cash flow hedges are recorded in other comprehensive income (loss) until the hedged item is recognized in earnings. The Company does not enter into derivative transactions for trading purposes.
The Company had a net unrealized gain (loss) associated with cash flow hedges of $ 2,599 and $342 recorded in other comprehensive gain (loss) as of the year ended December 31, 2025 and 2024, respectively. As of December 31, 2025, and December 31, 2024, the Company had outstanding hedge transactions in the net amount of $ 16,180 and $ 30,354 , respectively.
F - 29
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 5: - |
DERIVATIVE INSTRUMENTS (Cont.)
|
The fair value amounts of outstanding foreign currency contracts in U.S. dollar as of the periods presented were as follows:
|
December 31,
|
December 31,
|
|||||||
|
2025
|
2024
|
|||||||
|
Derivatives Designated as Hedging Instruments
|
||||||||
|
Foreign currency contracts
|
$
|
|
$
|
|
||||
|
Derivatives Not Designated as Hedging Instruments
|
||||||||
|
Foreign currency contracts
|
|
|
||||||
|
Total derivative instruments
|
$
|
|
$
|
|
||||
Non-designated hedges:
The Company also uses foreign currency forward contracts to mitigate variability in gains and losses generated from the re-measurement of certain monetary assets and liabilities denominated in foreign currencies. These derivatives do not qualify for special hedge accounting treatment. These derivatives are carried at fair value with changes recorded in financial income, net. Changes in the fair value of these derivatives are largely offset by the re-measurement of the underlying assets and liabilities. The derivatives have maturities of up to twelve months. The impact of the non-designated hedge transactions on the net income (loss) for the year ended December 31, 2025 and 2024, was $(1,090 ) and $(1,021 ) respectively.
As of December 31 2025 and 2024, the Company’s outstanding non-hedge transactions were $ 9,774 and $ 10,326 , respectively.
| NOTE 6: - |
OTHER RECEIVABLES AND PREPAID EXPENSES
|
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Prepaid expenses
|
$
|
|
$
|
|
||||
|
Government authorities
|
|
|
||||||
|
Accrued interest
|
|
|
||||||
|
Foreign currency derivative contracts
|
|
|
||||||
|
Grants receivable from the OCS
|
|
|
||||||
|
Short-term lease deposits
|
|
|
||||||
|
Others
|
|
|
||||||
|
$
|
|
$
|
|
|||||
F - 30
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 7: - |
INVENTORIES
|
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Raw materials
|
$
|
|
$
|
|
||||
|
Finished goods
|
|
|
||||||
|
$
|
|
$
|
|
|||||
As of December 31, 2025 and 2024, the finished products line item above includes deferral of the cost of goods sold for which revenue was not yet recognized in the amount of approximately $ 10,523 and $ 3,046 , respectively.
|
NOTE 8: -
|
PROPERTY AND EQUIPMENT, NET
|
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Cost:
|
||||||||
|
Lab equipment
|
$
|
|
$
|
|
||||
|
Computers and peripheral equipment
|
|
|
||||||
|
Office furniture and equipment
|
|
|
||||||
|
Leasehold improvements
|
|
|
||||||
|
SECaaS equipment
|
|
|
||||||
|
|
|
|||||||
|
Accumulated depreciation:
|
||||||||
|
Lab equipment
|
|
|
||||||
|
Computers and peripheral equipment
|
|
|
||||||
|
Office furniture and equipment
|
|
|
||||||
|
Leasehold improvements
|
|
|
||||||
|
SECaaS equipment
|
|
|
||||||
|
|
|
|||||||
|
Depreciated cost
|
$
|
|
$
|
|
||||
Depreciation expenses for the years ended December 31, 2025, 2024 and 2023 was $ 3,972 , $ 5,613 and $ 5,536 , respectively.
F - 31
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 9: - |
INTANGIBLE ASSETS, NET
|
| a. |
The following table shows the Company's intangible assets for the periods presented
|
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Original Cost:
|
||||||||
|
Technology
|
$
|
|
$
|
|
||||
|
Backlog
|
|
|
||||||
|
Customer relationships
|
|
|
||||||
|
Software license
|
|
|
||||||
|
IP R&D
|
|
|
||||||
|
$
|
|
$
|
|
|||||
|
Accumulated amortization:
|
||||||||
|
Technology
|
$
|
|
$
|
|
||||
|
Backlog
|
|
|
||||||
|
Customer relationships
|
|
|
||||||
|
Software license
|
|
|
||||||
|
IP R&D
|
|
|
||||||
|
$
|
|
$
|
|
|||||
|
Amortized cost
|
$
|
|
$
|
|
||||
| b. |
Amortization expense for the years ended December 31, 2025, 2024 and 2023 were $
|
| NOTE 10: - |
OTHER PAYABLES AND ACCRUED EXPENSES
|
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Accrued expenses
|
$
|
|
$
|
|
||||
|
Onerous contract liability
|
|
|
||||||
|
Government authorities
|
|
|
||||||
|
Foreign currency derivative contracts
|
|
|
||||||
|
Holdback and contingent earnout
|
|
|
||||||
|
Provision for returns
|
|
|
||||||
|
Others
|
|
|
||||||
|
$
|
|
$
|
|
|||||
F - 32
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 11: - |
LEASE
|
The Group's facilities are leased under several lease agreements.
In addition, the Company has various operating lease agreements with respect to motor vehicles.
Lease expenses of office rent and vehicles for the years ended December 31, 2025, 2024 and 2023 were approximately $ 2,013 , $ 2,735 and $ 3,545 , respectively.
Expenses for short- term leases for the years ended December 31, 2025, 2024 and 2023 were $ 266 , $ 199 and $ 229 , respectively. Variable lease costs for the years ended December 31, 2025, 2024 and 2023 were $ 917 , $ 826 and $831 , respectively.
The following table represents the weighted-average remaining lease term and discount rate:
|
Year ended December 31,
|
||||||
|
2025
|
2024
|
|||||
|
Weighted average remaining lease term
|
|
|
||||
|
Weighted average discount rate
|
|
|
|
|
||
The discount rate was determined based on the estimated collateralized borrowing rate of the Company, adjusted to the specific lease term and location of each lease.
Cash paid for amounts included in measurement of lease liabilities during the years ended 2025, 2024 and 2023 were $2,256 , $2,751 , and $4,152 , respectively.
Maturities of operating lease liabilities were as follows:
|
Year ending December 31,
|
||||
|
2026
|
|
|||
|
2027
|
|
|||
|
2028
|
|
|||
|
2029
|
|
|||
|
2030
|
|
|||
|
Total lease payments
|
|
|||
|
Less - imputed interest
|
(
|
)
|
||
|
Present value of lease liabilities
|
|
|||
During the years ended December 31, 2025, and 2024, the short-term maturities of operating lease liabilities with a term of twelve months or less were $ 266 and $ 199 , respectively.
F - 33
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
|
NOTE 12: -
|
COMMITMENTS AND CONTINGENT LIABILITIES
|
|
a.
|
Liens and guarantees:
|
As of December 31, 2025, the Company has provided bank guarantees in respect of performance obligation to customers in an aggregate amount of approximately $ 6,375 , in addition to bank guarantees in favor of leases agreements in an aggregate amount of approximately $ 525 .
|
b.
|
Litigations:
|
On November 2, 2021 two founders of Netonomy Ltd., a company acquired by Allot in January, 2018, filed a civil claim against Allot (the “plaintiffs”), alleging that Allot breached certain clauses of the share acquisition agreement claiming damages in the amount of app. $ 834 . Allot filed its defense statement refuting all claims and denying any breach and obligation to compensate. On March 6, 2023 the Company signed a settlement agreement with the plaintiffs in which the Company agreed to pay the plaintiffs a total amount of $ 260 . The plaintiffs waived all claims. The potential liability is that the remaining minority former Netonomy shareholders may file a similar claim.
There are currently no ongoing legal proceedings with any of these minority shareholders.
|
NOTE 13:-
|
SHAREHOLDERS' EQUITY
|
| a. |
Company's shares:
|
As of December 31, 2025, the Company's authorized share capital consists of NIS 20,000,000 divided into 200,000,000 Ordinary Shares, par value NIS 0.1 per share. Ordinary Shares confer on their holders the right to receive notice to participate and vote in general meetings of the Company, the right to a share in the excess of assets upon liquidation of the Company, and the right to receive dividends if declared.
| b. |
Share option plan:
|
A summary of the Company's share option activity, pertaining to its option plans for employees and related information is as follows:
|
Year ended December 31, 2025
|
||||||||
|
Number
of shares upon exercise
|
Weighted average exercise price
|
|||||||
|
Outstanding at beginning of year
|
|
$
|
|
|||||
|
Granted
|
|
$
|
|
|||||
|
Forfeited
|
(
|
)
|
$
|
|
||||
|
Exercised
|
(
|
)
|
$
|
|
||||
|
Outstanding at end of year
|
|
$
|
|
|||||
|
Exercisable at end of year
|
|
$
|
|
|||||
|
Vested and expected to vest
|
|
$
|
|
|||||
F - 34
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 13: - |
SHAREHOLDERS' EQUITY (Cont.)
|
|
Year ended December 31, 2025
|
||||||||
|
Number
of shares upon exercise
|
Weighted average share price
|
|||||||
|
Outstanding at beginning of year
|
|
$
|
|
|||||
|
Granted
|
|
$
|
|
|||||
|
Vested
|
(
|
)
|
$
|
|
||||
|
Forfeited
|
(
|
)
|
$
|
|
||||
|
Unvested at end of year
|
|
$
|
|
|||||
As of December 31, 2025, $ 10,725 unrecognized compensation cost related to RSUs is expected to be recognized over a weighted average vesting period of 2.34
As of December 31, 2025, 46,935 Ordinary shares are available for future issuance under the option plans.
The Company granted 1,559,487 and 2,531,837 RSUs in 2025 and 2024 and the weighted-average grant-date fair value of the RSUs granted during the year is $ 6.64 and $ 2.44 , respectively under the 2016 option plan. The fair value of the RSUs vested during the year 2025 and 2024 is $ 17,000 and $ 3,057 , respectively. RSUs vest over a period of between one year to four years , subject to the continued employment of the employee. RSUs that are cancelled or forfeited become available for future grants.
|
c.
|
Private Placements:
|
On June 24, 2025, the Company entered into a definitive securities purchase agreement for a private placement financing, led by financial institutions and investment banking firms. Under the securities purchase agreement, the investors purchased 5,000,000 of the Company’s Ordinary shares at a purchase price of $8 per share. In addition, 1,249,995 Ordinary shares were issued in consideration for the extinguishment of debt owed to Lynrock, in the amount of $8,590 . The proceeds to the Company amounted to $37,691 , net of issuance cost. In July 2025, an additional exercise of the option to purchase shares was completed, resulting in the issuance of 750,000 Ordinary shares for proceeds of $5,670 .
| NOTE 14: - |
TAXES ON INCOME
|
| a. |
Corporate tax rates:
|
The Israeli corporate income tax rate was 23
|
b.
|
Foreign Exchange Regulations:
|
Commencing in taxable year 2012, the Company has elected to measure its taxable income and file its tax return under the Israeli Income Tax Regulations (Principles Regarding the Management of Books of Account of Foreign Invested Companies and Certain Partnerships and the Determination of Their Taxable Income) 1986 ("Foreign Exchange Regulations"). Under the Foreign Exchange Regulations, an Israeli company must calculate its tax liability in U.S. Dollars according to certain rules. The tax liability, as calculated in U.S. Dollars is translated into NIS according to the exchange rate as of December 31st of each year.
F - 35
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 14: - |
TAXES ON INCOME (Cont.)
|
|
c.
|
Pre-tax income (loss) is comprised as follows:
|
|
Year ended
December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Domestic
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Foreign
|
|
|
|
|||||||||
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
| d. |
A reconciliation of the theoretical tax expenses, assuming all income is taxed at the statutory tax rate applicable to the income of the Company and the actual tax expenses is as follows:
|
|
Year Ended December 31, 2025
|
||||||||
|
Total
|
%
|
|||||||
|
Consolidated pretax income
|
$
|
|
||||||
|
Corporate Statutory Tax Rate
|
|
|
%
|
|||||
|
Foreign tax effects:
|
||||||||
|
Spain
|
||||||||
|
Changes in valuation allowance
|
(
|
)
|
(
|
)%
|
||||
|
Statutory rate difference
|
(
|
)
|
(
|
)%
|
||||
|
Non taxable Grants
|
(
|
)
|
(
|
)%
|
||||
|
Other
|
|
|
%
|
|||||
|
United states:
|
||||||||
|
Share-based payment awards
|
(
|
)
|
(
|
)%
|
||||
|
Change in valuation allowance
|
|
|
%
|
|||||
|
Other
|
(
|
)
|
(
|
)%
|
||||
|
Other foreign jurisdictions
|
|
|
%
|
|||||
|
Changes in valuation allowance
|
(
|
) |
(
|
)%
|
||||
|
Nontaxable or nondeductible:
|
||||||||
|
Goodwill impairment
|
|
|
%
|
|||||
|
Changes in unrecognized tax benefits
|
|
|
%
|
|||||
|
Other Adjustments
|
(
|
)
|
(
|
)%
|
||||
|
Effective tax rate
|
$
|
|
|
%
|
||||
F - 36
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 14: - |
TAXES ON INCOME (Cont.)
|
|
2024
|
2023
|
|||||||
|
Loss before taxes on income
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Theoretical tax income computed at the Israeli statutory tax rate (23% for the years 2024 and 2023, respectively)
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Changes in valuation allowance
|
|
|
||||||
|
Write off of prepaid and withholding taxes
|
|
|
||||||
|
Foreign tax rates differences related to subsidiaries
|
|
|
||||||
|
Non-deductible expenses
|
(
|
)
|
(
|
)
|
||||
|
Capital note and inter-company balances release taxes
|
|
|
||||||
|
Other expenses and Exchange rate differences
|
|
(
|
)
|
|||||
|
Non-deductible share-based compensation expense
|
|
|
||||||
|
Change in expense associated with tax positions for current year
|
|
|
||||||
|
Actual tax expense
|
$
|
|
$
|
|
||||
| e. |
Taxes on income
|
Income tax expense is comprised as follows:
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Current taxes
|
$
|
|
$
|
|
$
|
|
||||||
|
Write off of prepaid and withholding taxes
|
|
|
|
|||||||||
|
Change in expense associated with tax positions for current year
|
|
|
|
|||||||||
|
Other
|
(
|
)
|
|
(
|
)
|
|||||||
|
$
|
|
$
|
|
$
|
|
|||||||
For the year ended December 31, 2025, the total tax paid in cash was $
F - 37
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 14: - |
TAXES ON INCOME (Cont.)
|
Taxes on income by jurisdiction were as follows:
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Domestic
|
$
|
|
$
|
|
$
|
|
||||||
|
Foreign
|
|
|
|
|||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
|
Domestic
|
||||||||||||
|
Write off of prepaid and withholding taxes
|
|
|
|
|||||||||
|
Total Domestic
|
$
|
|
$
|
|
$
|
|
||||||
|
Foreign
|
||||||||||||
|
Current taxes
|
$
|
|
$
|
|
$
|
|
||||||
|
Taxes in respect of previous years
|
(
|
)
|
|
(
|
)
|
|||||||
|
Write off of prepaid and withholding taxes
|
|
|
(
|
)
|
||||||||
|
Change in expense associated with tax positions for current year
|
|
|
|
|||||||||
|
Total foreign
|
$
|
|
$
|
|
$
|
|
||||||
|
Total income tax expense (benefit)
|
$
|
|
$
|
|
$
|
|
||||||
|
f.
|
Net operating losses carry forward:
|
The Company has accumulated net operating losses for Israeli tax purposes as of December 31, 2025, in the amount of approximately $ 152,427 , which may be carried forward and offset against taxable income in the future for an indefinite period. As of December 31, 2025, the Company recorded a full valuation allowance with respect to its net deferred tax assets in Allot Ltd. and wrote-off prepaid and withholding taxes of $ 7,064 as the Company does not expect to utilize these tax assets in the near future. In addition, the Company has accumulated capital losses for tax purposes as of December 31, 2025, of approximately $ 25,549 , which may be carried forward and offset against taxable capital gains in the future for an indefinite period. Management currently believes that since the Company has a history of losses, and uncertainty with respect to future taxable income, it is more likely than not that the deferred tax assets regarding the loss carry forwards will not be utilized in the foreseeable future. Thus, a valuation allowance was provided to reduce deferred tax assets to their realizable value.
F - 38
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 14: - |
TAXES ON INCOME (Cont.)
|
The U.S. subsidiary has accumulated losses for U.S. federal income tax return purposes of approximately $ 3,432 and $ 5,535 for state taxes. Part of the federal accumulated losses for tax purposes of $ 1,446 expire until . As of December 31, 2025, the Company recorded a valuation allowance with respect to its deferred tax assets in the US Subsidiary.
A portion of the losses are subject to limitations of Internal Revenue Code, Section 382, which in general provides that utilization of net operating losses is subject to an annual limitation if an ownership change results from transactions increasing the ownership of certain shareholders or public groups in the share of a corporation by more than 50 percentage points over a three-year period. The annual limitations may result in the expiration of losses before utilization.
| g. |
Deferred income taxes:
|
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred income taxes are as follows:
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Deferred tax assets:
|
||||||||
|
Operating and capital loss carryforwards
|
$
|
|
$
|
|
||||
|
Research and development
|
|
|
||||||
|
Employee benefits
|
(
|
)
|
|
|||||
|
Intangible assets
|
|
|
||||||
|
Operating lease liabilities
|
|
|
||||||
|
Stock based compensation expenses
|
|
|
||||||
|
Onerous contract
|
|
|
||||||
|
Prepaid and withholding taxes
|
|
|
||||||
|
Other temporary differences
|
|
|
||||||
|
Deferred tax asset before valuation allowance
|
|
|
||||||
|
Valuation allowance
|
(
|
)
|
(
|
)
|
||||
|
Deferred tax asset net of valuation allowance
|
|
|
||||||
|
Deferred tax liability:
|
||||||||
|
Intangible assets
|
|
|
||||||
|
Operating lease right-of-use assets
|
|
|
||||||
|
Net deferred tax asset
|
$
|
|
$
|
|
||||
F - 39
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 14: - |
TAXES ON INCOME (Cont.)
|
As of December 31, 2025, the Company has provided a valuation allowance of $ 55,619 in respect of the Company’s deferred tax assets resulting from tax loss carryforwards and other temporary differences. Realization of deferred tax assets is dependent upon future earnings, if any, the time and amount of which are uncertain.
As the Company has accumulated net operating losses for Israeli tax purposes as of December 31, 2025, in the amount of approximately $152,427 , so it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to nil.
Non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of residence. Deferred taxes were not provided for undistributed earnings of the Company’s foreign subsidiaries. Currently, the Company does not intend to distribute any amounts of its undistributed earnings as dividends. Accordingly, no deferred income taxes have been provided in respect of these subsidiaries. If these earnings were distributed to Israel in the form of dividends or otherwise, the Company would be subject to additional Israeli income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes.
As of December 31, 2025, the Company have undistributed earnings held by the Company’s foreign subsidiaries are designated as indefinitely reinvested. If these earnings were re-patriated to Israel, they would be subject to income taxes and to an adjustment for foreign tax credits and foreign withholding taxes in the amount of $1,471 . The Company did not recognize deferred taxes liabilities on undistributed earnings of its foreign subsidiaries, as the Company intends to indefinitely reinvest those earnings.
| h. |
As of December 31, 2025, the total gross uncertain tax benefits amounted to $
|
|
Year ended
December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Uncertain tax position, beginning of year
|
$
|
|
$
|
|
$
|
|
||||||
|
Increase related to current years' tax positions
|
|
|
|
|||||||||
|
Increase related to prior years' tax positions
|
|
|
|
|||||||||
|
Decrease due to lapses of statutes limitations
|
|
|
(
|
)
|
||||||||
|
Uncertain tax position, end of year
|
$
|
|
$
|
|
$
|
|
||||||
F - 40
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 14: - |
TAXES ON INCOME (Cont.)
|
The Company conducts business globally and, as a result, the Company or one or more of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Israel, France, Spain, Japan and the United States. With a few exceptions, the Company is no longer subject to Israeli tax assessment through the year 2021 and the Spanish and U.S. subsidiaries have final tax assessments through 2020 and 2021, respectively.
| NOTE 15: - |
GEOGRAPHIC AND SEGMENT INFORMATION
|
The Company identifies operating segments in accordance with ASC Topic 280, “Segment Reporting” as components of an entity for which discrete financial information is available and is regularly reviewed by the chief operating decision maker (“CODM”), or decision-making group, in making decisions regarding resource allocation and evaluating financial performance. Our Chief Executive Officer is our chief operating decision maker who evaluates performance and makes operating decisions about allocating resources based on consolidated financial data. Our CODM uses consolidated net income to measure segment profit or loss, to allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations, evaluate return on total assets in deciding whether to invest in the development and expansion of our consolidated operations or into strategic transactions, such as acquisitions and capital repurchases.
Allot operates in a single reportable segment. Revenues are based on the location of the Company's channel partners which are considered as end customers, as well as direct customers of the Company:
|
Year ended
December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Europe
|
$
|
|
$
|
|
$
|
|
||||||
|
Asia and Oceania
|
|
|
|
|||||||||
|
Americas
|
|
|
|
|||||||||
|
Middle East and Africa
|
|
|
|
|||||||||
|
$
|
|
$
|
|
$
|
|
|||||||
F - 41
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 15: - |
GEOGRAPHIC AND SEGMENT INFORMATION (Cont.)
|
The following table sets forth the customers that represented 10% or more of the Company’s total revenues in each of the periods set forth below:
|
Year ended
December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
1st Customer
|
|
|
|
%
|
||||||||
|
|
|
|
%
|
|||||||||
A total percentage of 63 %, 64 % and 77 % of the Company’s revenues for the years ended December 31, 2025, 2024 and 2023, respectively are attributed to network intelligence solutions, while 37 %, 36 % and 23 % are attributed to security solutions for the years ended December 31, 2025, 2024 and 2023, respectively.
The following presents total long-lived assets, including property, plant, and equipment and right-of-use assets, as of December 31, 2025 and 2024:
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Long-lived assets:
|
||||||||
|
Israel
|
$
|
|
$
|
|
||||
|
Other
|
|
|
||||||
|
$
|
|
$
|
|
|||||
| NOTE 16: - |
FINANCIAL INCOME (EXPENSES), NET
|
|
Year ended
December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Financial income:
|
||||||||||||
|
Interest income
|
$
|
|
$
|
|
$
|
|
||||||
|
Amortization/accretion of premium/discount on marketable securities, net
|
|
|
|
|||||||||
|
Gain on sales of securities
|
|
|
|
|||||||||
|
Exchange rate differences and other
|
|
|
|
|||||||||
|
Financial expenses:
|
||||||||||||
|
Exchange rate differences and other
|
|
|
|
|||||||||
|
Institutions interest Expenses
|
|
|
|
|||||||||
|
$
|
|
$
|
|
$
|
|
|||||||
F - 42
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
|
NOTE 17: -
|
CONVERTIBLE NOTES
|
On February 14, 2022, the Company issued to Lynrock Lake Master Fund LP a senior unsecured promissory note in an aggregate principal amount of $40,000 (the “Note”). The Note is convertible into the company's ordinary shares atan 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). The conversion price decreases by up to two $1 increments if the company elects to extend the maturity of the Note by up to two successive years following the initial maturity date of February 14, 2025. On November 4, 2024, the Company notified Lynrock Lake Master Fund LP extending the maturity till February 14, 2026
As of the issuing date, the company recorded the issuance costs related to the Note in amount of $596 as a deduction of the liability which amortized over 3 years with an annual effective interest rate of the net liability is 0.14 %.
The company recorded amortization expenses related to the issuance costs during the year ended December 31, 2025, and 2024 in the amounts of $ 27 and $ 200 , respectively.
The note was fully redeemed in June 2025 in connection with a public offering of the Company’s ordinary shares. As a result, the Company recognized a loss from extinguishment in the amount of $1,410 . See note 13(c) for further information.
|
NOTE 18: -
|
RELATED PARTIES BALANCES AND TRANSACTIONS
|
In February 2022, the Company issued to Lynrock Lake Master Fund LP (“Lynrock”) the Company’s largest shareholder, an unsecured promissory note in an aggregate amount of $40,000 (see note 17).
F - 43