DZSの適時開示・その他

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): April 22, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 22, 2024, David Schopp, a member of the Board of Directors (the “Board”) of DZS Inc. (the “Company”), notified the Company of his resignation from the Company’s Board to focus on other personal and professional commitments, effective May 27, 2024. Mr. Schopp’s resignation from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

On April 24, 2024, the Company issued a press release regarding the resignation of Mr. Schopp and also the Company’s receipt of notice from The Nasdaq Stock Market LLC that the Nasdaq Hearings Panel granted the Company’s request for continued listing on The Nasdaq Capital Market through August 5, 2024 to demonstrate compliance with applicable continued listing standards. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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 (the “Exchange Act”), as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange 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 issued on April 24 , 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: April 24, 2024	DZS Inc.

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

EX-99.1 2 pressrelease-exhibit.htm EX-99.1 Document

Exhibit 99.1


RELEASE
April 2024

DZS Receives Favorable Nasdaq Listing Decision

Extension through August 5th to file restated financial statements and delayed periodic reports

DALLAS, Texas, USA, Apr. 24, 2024 – DZS (Nasdaq: DZSI), a global leader of broadband networking and AI-driven cloud software solutions, today announced that by decision dated April 23, 2024, the Nasdaq Hearings Panel (the “Panel”) granted the request of DZS Inc. (the “Company”) for continued listing on The Nasdaq Stock Market (“Nasdaq”), subject to the Company’s compliance with Nasdaq’s filing requirement by August 5, 2024, among other conditions.

“We are pleased with the Panel’s decision to grant DZS an extension to become current in our SEC filing obligations,” said Misty Kawecki, Chief Financial Officer, DZS. “The leadership team at DZS is working closely with its Audit Committee and the Company’s new independent registered public accounting firm, BDO USA LLP, to complete and file all restated financial statements and delinquent reports by the August 5th deadline to ensure that we are compliant with all applicable criteria for continued listing on Nasdaq.”

Additionally, in January 2024, DZS appointed two new Board members, Todd Jackson and Paul Choi, thereby increasing its Board of Directors to eight members. After six years of serving as a member of the Board of Directors, David Schopp is resigning his position from the Company’s Board of Directors effective May 27, 2024. The Board will consider whether to fill the vacancy or decrease the Board size to seven following the effectiveness of Mr. Schopp’s resignation.

“I want to thank Dave for his tenure and invaluable contributions as an independent Board member and Chair of the Corporate Governance and Nominating Committee over the past six years,” said Charlie Vogt, President and CEO, DZS. “Dave was instrumental in my appointment, and I have thoroughly enjoyed working with him through our historic growth in 2021 and 2022, three strategic technology acquisitions and his diligent work throughout the Company’s restatement process.”

“I am proud to have been part of the transformational change and advancements Charlie and the DZS leadership team have made over the past several years, and with the extension from the Nasdaq Hearings Panel, the company’s well-defined plan to complete and file all restated financial statements and delinquent reports by August 5th,” said Mr. Schopp. “The momentum the Company has established through strategic engagements aligned with numerous marquee service providers spanning the Americas and EMEA is impressive and exciting. The bold vision and strategy Charlie brought to the Company in 2020 is being executed by a talented management team which has DZS poised for future success.”

About DZS Inc.

DZS Inc. (Nasdaq: DZSI) is a global leader of broadband networking and AI-driven cloud software 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. 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 effects 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