DZS INC.: Nasdaq/NYSE listing notice — DZS completes $48M Asia divestiture, eliminates ~$43M debt; faces Nasdaq delisting for late filings

DZS INC.

Sold Asia subsidiaries (DNS, D-Mobile, etc.) to DASAN Networks for ~$48M: $5M cash, elimination of ~$34M debt, retention of ~$9M debt.
Total debt reduced to ~$15M from ~$58M; DZS becomes pure-play focused on Americas, EMEA, ANZ.
Nasdaq warned DZS on April 1, 2024 for late Form 10-K; prior Staff Delisting for late Q2/Q3 2023 10-Qs; hearing pending, extension to Aug 3, 2024.
Restatement ongoing; appointed BDO as new auditor March 20; cannot estimate completion date.

item 2.01 item 9.01 item 3.01 item 7.01

Key facts

Extracted from this filing and checked against the source text.

Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.9

DZS INC. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

Exchange: nasdaq
Notice: deficiency notice
Deficiency: late filing
Rules: 5250(c)(1)

Exact text from the filing

April 1, 2024, 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 Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), 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 reporte

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 1.0

DZS INC. completed a disposition involving DASAN Networks, Inc. for approximately $48,000,000, consisting of $5,000,000 in cash, subject to certain adjustments, the elimination of approximately $34,000,000 in debt owed to DNI an (closed 2024-04-05).

Action: disposition
Counterparty: DASAN Networks, Inc.
Consideration: approximately $48,000,000, consisting of $5,000,000 in cash, subject to certain adjustments, the elimination of approximately $34,000,000 in debt owed to DNI an
Closing: 2024-04-05

Exact text from the filing

company, Dasan India Private Limited, an Indian company, and DZS Japan, Inc., a Japanese company (collectively, the “Target Companies”), for a purchase price of approximately $48,000,000, consisting of $5,000,000 in cash, subject to certain adjustments, the elimination of approximately $34,000,000 in debt owed to DNI and the retention at DNS of approximately

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Source: SEC EDGAR

accession 0001101680-24-000034

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