0001101680false00011016802024-05-142024-05-14

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): May 14, 2024
DZS INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware000-3274322-3509099
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueDZSIThe 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 May 14, 2024, DZS Inc. (the “Company”) received a delinquency notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the three months ended March 31, 2024 (the “First Quarter 10-Q”), the Company is not in compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1) (the “Rule”). The notification letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.
As previously reported by the Company in its Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission on May 10, 2024, the Company was unable to timely file the First Quarter 10-Q without unreasonable effort or expense by the prescribed due date for such filing.
As previously disclosed, following the Company’s failure to file its Quarterly Report on Form 10-Q for the three months ended June 30, 2023 and September 30, 2023, and its Annual Report on Form 10-K for the period ended December 31, 2023 (together with the First Quarter 10-Q, the “Delinquent Reports”), the Company submitted a plan to regain compliance with the Rule.
Although the Company cannot at this time estimate when it will file the Delinquent Reports, it is diligently pursuing completion of the previously disclosed restatements and intends to make such filings as soon as reasonably practicable, and in any event, on or prior to August 5, 2024, which is the previously disclosed deadline granted by the Nasdaq Hearings Panel for the Company to demonstrate compliance with applicable Nasdaq continued listing standards.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on May 17, 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
104Cover 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: May 17, 2024DZS Inc.
 
By:/s/ Misty Kawecki
Misty Kawecki
Chief Financial Officer


Exhibit 99.1
RELEASE
imagea.jpg
May 17, 2024

DZS Inc. Receives Expected Nasdaq Notice Regarding Late Form 10-Q Filing

DALLAS, Texas, USA, May 17, 2024 – DZS Inc. (“DZS” or the “Company”) (Nasdaq: DZSI), a global leader of broadband networking and software-defined cloud solutions, announced today that on May 14, 2024, as expected, it received a delinquency notification letter from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because the Company did not timely file its Quarterly Report on Form 10-Q for the three months ended March 31, 2024 (the “First Quarter 10-Q”). The notification letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.
As previously reported by the Company in its Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission on May 10, 2024, the Company was unable to timely file the First Quarter 10-Q without unreasonable effort or expense by the prescribed due date for such filing.
As previously disclosed, following the Company’s failure to file its Quarterly Report on Form 10-Q for the three months ended June 30, 2023 and September 30, 2023, and its Annual Report on Form 10-K for the period ended December 31, 2023 (together with the First Quarter 10-Q, the “Delinquent Reports”), the Company submitted a plan to regain compliance with the Rule.
Although the Company cannot at this time estimate when it will file the Delinquent Reports, it is diligently pursuing completion of the previously disclosed restatements and intends to make such filings as soon as reasonably practicable, and in any event, on or prior to August 5, 2024, which is the previously disclosed deadline granted by the Nasdaq Hearings Panel for the Company to demonstrate compliance with applicable Nasdaq continued listing standards.
About DZS Inc.
DZS Inc. (Nasdaq: DZSI) is a global leader of broadband networking and software-defined cloud solutions.
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, including statements regarding the Company’s plans to file the Delinquent Reports and its ability to comply with the continued listing requirements under the Rule. 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 filings with the Securities and Exchange Commission 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, these risks and uncertainties include, but are not limited to, changes in the effects of the previously disclosed restatements on the Company’s financial statements or financial results and delay in the filing of the Company’s periodic reports with the SEC, including the Delinquent Reports, due to the Company’s efforts to complete the previously disclosed restatements. 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/


v3.24.1.1.u2
Cover
May 14, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 14, 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
Grafico Azioni DZS (NASDAQ:DZSI)
Storico
Da Ott 2024 a Nov 2024 Clicca qui per i Grafici di DZS
Grafico Azioni DZS (NASDAQ:DZSI)
Storico
Da Nov 2023 a Nov 2024 Clicca qui per i Grafici di DZS