Allot Ltd. - 1365767

Exhibit 99.1

ALLOT LTD.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2025

U.S. DOLLARS IN THOUSANDS

ALLOT LTD.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

AS OF JUNE 30, 2025

U.S. DOLLARS IN THOUSANDS

INDEX

	Page


Condensed Consolidated Balance Sheets	3-4

Condensed Consolidated Statements of Comprehensive Loss	5

Condensed Consolidated Statements of Changes in Shareholders' Equity	6

Condensed Consolidated Statements of Cash Flows	7-8

Notes to Condensed Consolidated Financial Statements	9-20

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ALLOT LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

U.S. dollars in thousands

	June 30,		December 31,
	2025		2024
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	26,943	$	16,142
Restricted deposits		501		904
Short-term bank deposits		11,050		15,250
Available-for-sale marketable securities		11,518		26,470
Trade receivables, net (net of allowance for credit losses $ 22,392 and $25,306 on June 30, 2025 and December 31, 2024, respectively)		20,135		16,482
Other receivables and prepaid expenses		8,641		6,317
Inventories		8,505		8,611

Total current assets		87,293		90,176

NON-CURRENT ASSETS:
Severance pay fund		243		464
Restricted deposit		329		279
Available-for-sale marketable securities		21,672		-
Operating lease right-of-use assets		6,091		6,741
Other assets		552		2,151
Property and equipment, net		6,039		7,692
Intangible assets, net		-		305
Goodwill		31,833		31,833

Total non-current assets		66,759		49,465

Total assets	$	154,052	$	139,641

The accompanying notes are an integral part of the condensed consolidated financial statements.

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ALLOT LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

U.S. dollars in thousands, except share and per share data

	June 30,			December 31,
	2025			2024
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Trade payables	$	924		$	946
Employees and payroll accruals		8,780			8,208
Deferred revenues		20,647			17,054
Short-term operating lease liabilities		484			562
Other payables and accrued expenses		10,996			9,200

Total current liabilities		41,831			35,970

LONG-TERM LIABILITIES:
Deferred revenues		6,079			7,136
Long-term operating lease liabilities		5,611			5,807
Accrued severance pay		814			946
Convertible debt		-			39,973

Total long-term liabilities		12,504			53,862

SHAREHOLDERS' EQUITY:
Share capital -
Ordinary shares of NIS 0.1 par value - Authorized: 200,000,000 shares at June 30, 2025, and December 31, 2024; Issued: 47,290,301 and 40,346,993 shares at June 30, 2025 and December 31, 2024, respectively; Outstanding: 46,474,301 and 39,530,993 shares at June 30, 2025 and December 31, 2024, respectively.		1,216			1,012
Additional paid-in capital		367,190			318,138
Treasury share at cost - 816,000 shares at June 30, 2025 and December 31, 2024.		(3,998	)		(3,998	)
Accumulated other comprehensive income		3,030			357
Accumulated deficit		(267,721	)		(265,700	)

Total shareholders' equity		99,717			49,809

Total liabilities and shareholders' equity	$	154,052		$	139,641

The accompanying notes are an integral part of the condensed consolidated financial statements.

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ALLOT LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

U.S. dollars in thousands, except share and per share data

	Six Months Ended
	June 30,
	2025			2024
Revenues
Products	$	14,040		$	16,759
Services		33,161			27,295
Total revenues		47,201			44,054

Cost of revenues
Products		6,136			5,788
Services		7,687			7,993
Total cost of revenues		13,823			13,781

Gross profit		33,378			30,273

Operating expenses:
Research and development costs (net of grant participations of $ 68 and $ 281 for the six months ended June 30, 2025, and 2024, respectively)		13,252			14,475
Sales and marketing		14,599			15,701
General and administrative		6,643			6,206
Total operating expenses		34,494			36,382

Operating loss		(1,116	)		(6,109	)

Loss from extinguishment		(1,410	)		-
Other income		100			-
Financial income, net		1,033			1,029

Loss before income tax expenses		(1,393	)		(5,080	)
Income tax expenses		628			786

Net loss	$	(2,021	)	$	(5,866	)

Net loss per share:
Basic and diluted	$	(0.05	)	$	(0.16	)

Weighted average number of shares used in per share computations of net loss:
Basic and diluted		39,944,413			38,562,065

Unrealized gain (loss) on available-for-sale marketable securities		107			(10	)
Total comprehensive profit (loss) from available-for-sale marketable securities		107			(10	)
Unrealized gain (loss) on foreign currency cash flow hedges transactions		3,108			(583	)
Net amount reclassified to earnings from hedging transactions		(542	)		(108	)
Total comprehensive profit (loss) from hedge transactions		2,566			(691	)

Total other comprehensive profit (loss)		2,673			(701	)

Total comprehensive profit (loss)		652			(6,567	)

The accompanying notes are an integral part of the condensed consolidated financial statements.

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ALLOT LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)

U.S. dollars in thousands, except share data

	Ordinary shares				Additional paid-in capital			Treasury share			Accumulated other comprehensive income (loss)			Accumulated deficit			Total shareholders' equity
	Outstanding shares		Amount		Additional paid-in capital			Treasury share			Accumulated other comprehensive income (loss)			Accumulated deficit			Total shareholders' equity

Balance as of December 31, 2024		39,530,993		1,012		318,138			(3,998	)		357			(265,700	)		49,809

Issuance of share capital		5,000,000		184		46,404			-			-			-			46,588
Exercise of share options and restricted share units		1,943,308		20		218			-			-			-			238
Share-based compensation		-		-		2,430			-			-			-			2,430
Other comprehensive gain		-		-		-			-			2,673			-			2,673
Net loss		-		-		-			-			-			(2,021	)		(2,021	)

Balance as of June 30, 2025		46,474,301		1,216		367,190			(3,998	)		3,030			(267,721	)		99,717

Balance as of December 31, 2023		38,376,939		981		312,128			(3,998	)		483			(259,831	)		49,763
Exercise of share options and restricted share units		771,067		21		(21	)		-			-			-			-
Share-based compensation		-		-		3,547			-			-			-			3,547
Other comprehensive loss		-		-		-			-			(701	)		-			(701	)
Net loss		-		-		-			-			-			(5,866	)		(5,866	)

Balance as of June 30, 2024		39,148,006		1,002		315,654			(3,998	)		(218	)		(265,697	)		46,743

The accompanying notes are an integral part of the condensed consolidated financial statements.

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ALLOT LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. dollars in thousands

	Six Months Ended
	June 30,
	2025			2024

Cash flows from operating activities:
Net loss		(2,021	)		(5,866	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,419			2,776
Share-based compensation		2,430			3,547
Capital loss		255			-
Loss from extinguishment		1,410			-
Other income		(100	)		-
Changes in operating assets and liabilities:
Decrease (Increase) in accrued severance pay, net		89			(165	)
Decrease in other assets, other receivables and prepaid expenses		1,619			1,672
Decrease in accrued interest and amortization of premium on available-for sale marketable securities		(862	)		(777	)
Decrease in operating leases liability		(203	)		(618	)
Decrease in operating lease right-of-use asset		579			1,174
Increase in trade receivables		(3,653	)		(2,980	)
Decrease in inventories		106			2,268
Increase (Decrease) in trade payables		(22	)		16
Increase (Decrease) in employees and payroll accruals		573			(4,135	)
Increase in deferred revenues		2,536			1,965
Increase (Decrease) in other payables and accrued expenses		914			(12	)
Net cash provided by (used in) operating activities		6,069			(1,135	)

Cash flows from investing activities:
Decrease in restricted deposit		353			703
Investment in short-term bank deposits		(15,750	)		(3,800	)
Withdrawal of short-term bank deposits		19,950			10,000
Purchase of property and equipment		(689	)		(1,386	)
Investment in marketable securitie		(55,434	)		(34,752	)
Proceeds from redemption or sale of marketable securities		49,683			32,060
Proceeds from sale of patent		100			-
Net cash provided by (used in) investing activities		(1,787	)		2,825

The accompanying notes are an integral part of the condensed consolidated financial statements.

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ALLOT LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. dollars in thousands

	Six Months Ended
	June 30,
	2025			2024
Cash flows from financing activities:

Issuance of share capital		37,691			-
Proceeds from exercise of stock options		238			1
Redemption of convertible debt		(31,410	)		-
Net cash provided by financing activities		6,519			1

Increase in cash and cash equivalents		10,801			1,691
Cash, cash equivalents at the beginning of the period		16,142			14,192

Cash, cash equivalents at the end of the period	$	26,943		$	15,883

The accompanying notes are an integral part of the condensed consolidated financial statements.

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ALLOT LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands, except share and per share data

NOTE 1: -

ORGANIZATION AND DESCRIPTION OF BUSINESS

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.

NOTE 2: -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting, and include the accounts of Allot Ltd. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The condensed consolidated balance sheet as of December 31, 2024, was derived from the audited consolidated financial statements as of that date, but does not include all of the disclosures, including certain notes required by GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2024, included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 27, 2025.

In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of June 30, 2025 and the Company’s condensed consolidated results of operations, shareholders’ equity, and cash flows for the six months ended June 30, 2025 and 2024. The results for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025 or any other future interim or annual period.

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.

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ALLOT LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands, except share and per share data

NOTE 2: -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Revenues

During the six months ended June 30, 2025 and 2024, the Company recognized revenue of approximately $ 12,049 and $ 7,670, respectively, which was included in the deferred revenue balances at the beginning of each respective 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 June 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations that the Company expects to recognize is $ 93,783 of which approximately $ 66,552 is estimated to be recognized within the next twelve months and approximately $ 27,231 is estimated to be recognized after the next twelve months. Excluding variable considerations related to base fee from SECaaS.

Significant Accounting Policies

Recent Accounting Guidance Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses. This ASU requires to disclose disaggregated information about certain income statement expense line items. Entities are required to disclose purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses. Specified expenses, gains or losses that are already disclosed under existing US GAAP are required to be included in the disaggregated income statement expense line-item disclosures, and any remaining amounts need to be described qualitatively. Separate disclosures of total selling expenses and an entity’s definition of those expenses are also required. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 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. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This amendment introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the timing of adoption and impact of this amendment on its Consolidated Financial Statements and related disclosures.

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ALLOT LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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:

	June 30, 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		11,310		-		-		11,310		26,455		15		-		26,470
Corporate debentures		208		-		-		208		-		-		-		-

		11,518		-		-		11,518		26,455		15		-		26,470
Available-for-sale - matures after one year through three years:
US Governmental debentures		2,514		10		-		2,524		-		-		-		-
Corporate debentures		19,036		112		-		19,148		-		-		-		-

		21,550		122		-		21,672		-		-		-		-

	$	33,068	$	122	$	-	$	33,190	$	26,455	$	15	$	-	$	26,470

As of June 30, 2025 and December 31, 2024, the Company had no investments with a significant unrealized loss for more than 12 months.

As of June 30, 2025 and December 31, 2024, no credit loss impairment was recorded regarding the available for sale marketable securities.

As of June 30, 2025, the company had an accrued balance calssified as available for sale matures within one year.

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 1 or Level 2. This is because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs.

As of June 30, 2025 and December 31, 2024, the Company did not have any assets or liabilities valued based on Level 3 valuations.

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ALLOT LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands, except share and per share data

NOTE 4: -	FAIR VALUE MEASUREMENTS (Cont.)

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 June 30, 2025, and December 31, 2024, respectively:

	As of June 30, 2025
	Fair value measurements using input type
	Level 1		Level 2			Level 3		Total
Assets:
Available-for-sale marketable securities	$	-	$	33,190		$	-	$	33,190
Foreign currency derivative contracts		-		2,909			-		2,909

Liabilities:
Foreign currency derivative contracts		-		(135	)		-		(135	)

Total financial net assets	$	-	$	35,964		$	-	$	35,964

	As of December 31, 2024
	Fair value measurements using input type
	Level 1		Level 2			Level 3		Total

Assets:
Available-for-sale marketable securities	$	-	$	26,470		$	-	$	26,470
Foreign currency derivative contracts		-		584			-		584

Liabilities:
Foreign currency derivative contracts		-		(224	)		-		(224	)

Total financial net assets	$	-	$	26,830		$	-	$	26,830

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.

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ALLOT LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands, except share and per share data

NOTE 5: -	DERIVATIVE INSTRUMENTS (Cont.)

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 $ 2,909 and $(208) recorded in other comprehensive gain (loss) as of the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, and December 31, 2024, the Company had outstanding hedge transactions in the net amount of $ 31,470 and $ 30,354, respectively.

The fair value amounts of outstanding foreign currency contracts in U.S. dollar as of the periods presented were as follows:

	June 30,			December 31,
	2025			2024
Derivatives Designated as Hedging Instruments
Foreign currency contracts	$	2,909		$	342
Derivatives Not Designated as Hedging Instruments
Foreign currency contracts		(135	)		18
Total derivative instruments	$	2,774		$	360

Gain or loss on the derivative instruments, which partially offset the foreign currency impact from the underlying exposures, reclassified from other comprehensive profit (loss) to cost of revenues for the six months ended June 30, 2025 and 2024 were $ 96 and $18 respectively. The amount reclassified from other comprehensive profit (loss) to operating expenses for the six months ended June 30, 2025 and 2024 were $ 446 and $ 90, respectively.

The amount reclassified from other comprehensive profit (loss) to Sales and marketing expenses for the six months ended June 30, 2025 and 2024 were $ 122 and $ 24, respectively.

The amount reclassified from other comprehensive profit (loss) to General and administrative expenses for the six months ended June 30, 2025 and 2024 were $ 106 and $ 20, respectively.

The amount reclassified from other comprehensive profit (loss) to Research and development expenses for the six months ended June 30, 2025 and 2024 were $ 218 and $ 46, respectively.

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ALLOT LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands, except share and per share data

NOTE 5: -	DERIVATIVE INSTRUMENTS (Cont.)

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 six months ended June 30, 2025 and 2024, was $1,871 and $(375), respectively.

As of June 30 2025 and 2024, the Company’s outstanding non-hedge transactions were $ 12,112 and $ 12,588, respectively.

The fair value of the outstanding non-designated foreign exchange contracts recorded by the Company on its consolidated balance sheets as of June 30, 2025 and December 31, 2024, as assets and liabilities are as follows:

Foreign exchange forward and		June 30,			December 31,
options contracts	Balance sheet	2025			2024

Fair value of foreign exchange non-designated hedge transactions	Other receivables and prepaid expenses	$	-		$	18
Fair value of foreign exchange non-designated hedge transactions	Other payables and accrued expenses		(135	)		-

Total derivatives non-designated as hedging instruments		$	(135	)	$	18

NOTE 6: -

INVENTORIES

	June 30,		December 31,
	2025		2024

Raw materials	$	565	$	650
Finished goods		7,940		7,961

	$	8,505	$	8,611

As of June 30, 2025 and December 31, 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 $ 4,153 and $ 3,046 respectively.

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ALLOT LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands, except share and per share data

NOTE 7: -

PROPERTY AND EQUIPMENT, NET

	June 30,		December 31,
	2025		2024
Cost:
Lab equipment	$	12,286	$	13,011
Computers and peripheral equipment		11,296		12,058
Office furniture and equipment		1,169		1,431
Leasehold improvements		2,883		3,094
SECaaS equipment		7,699		7,476

		35,333		37,070
Accumulated depreciation:
Lab equipment		11,152		10,944
Computers and peripheral equipment		10,146		10,778
Office furniture and equipment		846		588
Leasehold improvements		1,542		1,941
SECaaS equipment		5,608		5,127

		29,294		29,378

Depreciated cost	$	6,039	$	7,692

Depreciation expenses for the six months ended June 30, 2025 and 2024 was $ 2,087 and $ 2,371 and respectively.

NOTE 8: -

INTANGIBLE ASSETS, NET

The following table shows the Company's intangible assets for the periods presented

	June 30,		December 31,
	2025		2024

Original Cost:

Technology	$	10,113	$	10,113
Backlog		1,877		1,877
Customer relationships		3,592		3,592
Software license		1,651		1,651
IP R&D		3,659		3,659

	$	20,892	$	20,892
Accumulated amortization:

Technology	$	10,113	$	10,113
Backlog		1,877		1,877
Customer relationships		3,592		3,592
Software license		1,651		1,651
IP R&D		3,659		3,354

	$	20,892	$	20,587

Amortized cost	$	-	$	305

Amortization expense for the six months ended June 30, 2025 and 2024, was $305 in each period.

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ALLOT LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands, except share and per share data

NOTE 9: -

COMMITMENTS AND CONTINGENT LIABILITIES

Liens and guarantees:

As of June 30, 2025, the Company has provided bank guarantees in respect of performance obligation to customers in an aggregate amount of approximately $ 365, in addition to bank guarantees in favor of leases agreements in an aggregate amount of approximately $ 465.

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 10: -

SHAREHOLDERS' EQUITY

Company's shares:

As of June 30, 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.

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ALLOT LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands, except share and per share data

NOTE 10: -

SHAREHOLDERS' EQUITY (Cont.)

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:

	Option Outstanding
	Number of shares upon exercise			Weighted average exercise price

Balance as of December 31, 2024		60,000		$	5.94
Forfeited		(20,000	)	$	5.94
Exercised		(40,000	)	$	5.94

Balance as of June 30, 2025		-		$	-

Exercisable at end of year		-		$	-

The total intrinsic value (the difference between the Company's closing share price on the exercise date and the exercise price) of options exercised during the six months ended June 30, 2025 was approximately $ 81. The number of options vested during the six months ended June 30, 2025, was 40,000.

The following provides a summary of the restricted share unit activity for the Company for the six months ended June 30, 2025:

	RSUs
	Number of shares upon exercise			Weighted average share price

Outstanding at beginning of year		3,047,441		$	2.69
Granted		1,496,627		$	6.56
Vested		(653,313	)	$	3.34
Forfeited		(135,572	)	$	2.48

Unvested at end of year		3,755,183		$	4.13

As of June 30, 2025, $ 13,073 unrecognized compensation cost related to RSUs is expected to be recognized over a weighted average vesting period of 2.54 years.

As of June 30, 2025, 54,842 Ordinary shares are available for future issuance under the option plans.

The Company granted 1,496,627 and 1,937,814 RSUs in the six months ended June 30, 2025, and 2024, respectively, under the 2016 option plan. 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.

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ALLOT LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands, except share and per share data

NOTE 10: -

SHAREHOLDERS' EQUITY (Cont.)

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.

NOTE 11: -

TAXES ON INCOME

The Company’s quarterly tax provision and estimates of its annual effective tax rate are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, tax law developments, non-deductible expenses, excess tax benefits from share-based compensation awards, and changes in its valuation allowance. Income tax expenses were $ 628 and $ 786 for the six months ended June 30, 2025 and 2024, respectively.

NOTE 12: -

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:

	Six months ended June 30,
	2025		2024
Europe	$	24,391	$	16,733
Asia and Oceania		7,865		14,095
Americas		6,760		6,385
Middle East and Africa		8,185		6,841

	$	47,201	$	44,054

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ALLOT LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands, except share and per share data

NOTE 12: -

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:

	Six months ended June 30,
	2025			2024

1^st Customer		13	%		14	%

		13	%		14	%

A total percentage of 62% and 60% of the Company’s revenues for the six months ended June 30, 2025 and 2024, respectively are attributed to network intelligence solutions, while 38% and 40% are attributed to security solutions for the six months ended June 30, 2025 and 2024, respectively.

The following presents total long-lived assets as of June 30, 2025, and December 31, 2024:

	June 30,		December 31,
	2025		2024
Israel	$	11,529	$	13,577
Other		601		856
	$	12,130	$	14,433

NOTE 13: -

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 at an initial conversion rate of 97.0874 ordinary shares per $1,000 of the principal amount being converted (based on an initial conversion price equal to $10.30 per ordinary share). 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 six months ended June 30, 2025, and 2024 in the amounts of $ 27 and $ 50, respectively.

The note was fully redeemed in June 2025 in connection with a public offering of the Company’s ordinary share. As a result the Company recognized loss from extinguishment in the amount of $1,410. See note 10(c) for further information.

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ALLOT LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands, except share and per share data

NOTE 14: -

RELATED PARTIES BALANCES AND TRANSACTIONS

In February 2022, the Company issued to Lynrock Lake Master Fund LP (“Lynrock”) one of the Company’s main shareholders, an unsecured promissory note in an aggregate amount of $40,000 (see note 13). As of December 31, 2024, the Company had a convertible debt balance related to this note of approximately $39,973. In June 2025, the Company redeemed the outstanding senior unsecured promissory note. As of June 30, 2025, the outstanding balance was $0.

NOTE 15: -

SUBSEQUENT EVENT

Exercise of Underwriters’ Option

Subsequent to the completion of the public offering in June 2025, on July 2, 2025, the Company received an additional $5,670 from the underwriters’ exercise of their option to purchase additional shares.

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