Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 6, 2024

DZS INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	000-32743	22-3509099
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

5700 Tennyson Parkway, Suite 400

Plano, TX 75024

(Address of Principal Executive Offices, Including Zip Code)

(469) 327-1531

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	DZSI	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, 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. o

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 5, 2024, DZS Inc. (the “Company”) notified the hearings panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company did not anticipate filing the Delinquent Reports (as defined below) to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) on August 5, 2024 (the “Deadline”).

On August 6, 2024, the Company received a notice from the Panel stating that it has determined to suspend trading of the Company’s securities on August 8, 2024 and commence delisting procedures because of the Company’s failure to regain compliance with the Listing Rule by the Deadline. Following the suspension of trading in the Company’s securities on The Nasdaq Capital Market, the Company expects that its securities will be traded on the over-the-counter market.

The Company had previously received notices from Nasdaq (i) on August 15, 2023, February 6, 2024 and May 14, 2024 regarding the Company’s failure to file its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2023, September 30, 2023 and March 31, 2024, respectively, and (ii) on April 1, 2024 regarding the Company’s failure to file its Annual Report on Form 10-K for the year ended December 31, 2023 (collectively, the “Delinquent Reports”).

The Company presented a plan to regain compliance (the “Compliance Plan”) with its periodic filing obligations under the Listing Rule at an April 11, 2024 hearing before the Panel. As set forth in the Compliance Plan, the Company intended to regain compliance with the Listing Rule by filing with the Securities and Exchange Commission (the “SEC”), on or before the Deadline, each of the Delinquent Reports. On April 23, 2024, the Company received a decision from the Panel granting the Company’s request for continued listing on The Nasdaq Capital Market, subject to the Company demonstrating compliance with the Listing Rule on or before the Deadline, and certain other conditions.

The Company’s previously disclosed effort to complete and file its restated financial statements and the Delinquent Reports remains ongoing. As a result, the Company was unable to file each of the Delinquent Reports by the Deadline. The Company continues to work diligently towards completing the restatements and filing the Delinquent Reports as soon as reasonably practicable.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on August 6, 2024 disclosing the Company’s receipt of the Nasdaq notification letter. A copy of that press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, are deemed to be “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description

99.1						Press Release dated August 6 , 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: August 6, 2024	DZS Inc.

	By:	/s/ Misty Kawecki
		Misty Kawecki
		Chief Financial Officer


RELEASE			EXHIBIT 99.1

August 2024

DZS Receives Expected Delisting Notice from Nasdaq

Company continues to work diligently toward filing restated financials and delayed reports

DALLAS, Texas, USA, August 6, 2024 – DZS (Nasdaq: DZSI), a developer of Network Edge, Connectivity and Cloud Software solutions enabling gigabit broadband everywhere, announced today, as expected, it received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearing Panel (“the Panel”) has determined to delist the common stock of the Company from Nasdaq (the “Decision”). The Decision indicates that the Company failed to meet the August 5, 2024, deadline to regain compliance with its periodic filing obligations under Nasdaq Listing Rule 5250(c)(1).

The Decision indicates that trading in the Company’s common stock will be suspended effective at the open of business on August 8, 2024, following which Nasdaq will complete the delisting of the Company’s common stock.

The Company is working diligently to complete the previously disclosed restatements and to file as soon as reasonably practicable the Company’s delayed Quarterly Reports on Form 10-Q for the three months ended June 30, 2023, September 30, 2023 and March 31, 2024, and the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Delayed Reports”). The Company then intends to apply to restore its listing on Nasdaq as soon as practicable; however, no assurance can be given at this point regarding a definitive date on which such periodic reports will be filed or whether the Company will ultimately be accepted to be listed again on Nasdaq in the future.

While the Company’s common stock will be suspended and then delisted from trading on Nasdaq, the Company expects its shares will be traded on an over-the-counter market with its existing ticker symbol (DZSI).

“We missed the required filing of our restated periodic reports for the periods of 2022 and Q1 2023 and Delayed Reports,” said Misty Kawecki, Chief Financial Officer, DZS. “We have taken a thorough approach to completing the filing of these reports, which included assessing the related impact of our recently divested Asia business on April 5, 2024, and our acquisition of NetComm on June 1, 2024. Unfortunately, we did not meet the timeline required by Nasdaq to file such restated periodic reports and Delayed Reports.”

Once DZS has filed all restated periodic reports and Delayed Reports, as well as our Form 10-Q for the second quarter of 2024, the Company will host an earnings call.

About DZS

DZS Inc. (Nasdaq: DZSI) is a developer of Network Edge, Connectivity and Cloud Software solutions enabling gigabit broadband everywhere.

DZS, the DZS logo, and all DZS product names are trademarks of DZS Inc. Other brand and product names are trademarks of their respective holders. Specifications, products, and/or product names are all subject to change.

This press release contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Private Securities Litigation Reform Act of 1995. These statements reflect the beliefs and assumptions of the Company’s management as of the date hereof. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words, and similar expressions are intended to identify forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. The Company’s actual results could differ materially and adversely from those expressed in or contemplated by the forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, those risk factors contained in the Company’s SEC filings available at www.sec.gov, including without limitation, the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and subsequent filings. In addition, additional or unforeseen affects from the COVID-19 pandemic and the global economic climate may give rise to or amplify many of these risks. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. DZS undertakes no obligation to update or revise any forward-looking statements for any reason.

For further information see: www.DZSi.com

DZS on Twitter: https://twitter.com/dzs_innovation

DZS on LinkedIn: https://www.linkedin.com/company/DZSi/

Investor Inquiries:

Ted Moreau, Vice President, Investor Relations

Email: IR@dzsi.com

Cover	Aug. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 06, 2024
Entity Incorporation, State or Country Code	DE
Entity Registrant Name	DZS INC.
Entity File Number	000-32743
Entity Tax Identification Number	22-3509099
Entity Address, Address Line One	5700 Tennyson Parkway, Suite 400
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75024
City Area Code	469
Local Phone Number	327-1531
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	DZSI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001101680
Amendment Flag	false