As previously announced by DASAN Zhone Solutions, Inc. (formerly
known as Zhone Technologies, Inc., the Company and, with respect to
periods prior to the Merger (as defined below), Legacy Zhone), due
to an internal investigation to determine whether any financial
statements of Legacy Zhone prior to the quarter ended June 30, 2016
contain material errors, the filing of the Companys Annual Report
on Form 10-K for the year ended December 31, 2016 was delayed
beyond the extended filing due date. In connection with the delayed
filing, on May 5, 2017, the Company and certain of its subsidiaries
executed a consent agreement (the Consent) with Wells Fargo Bank,
National Association (the Lender), under the Companys Credit and
Security Agreement, dated March 13, 2012, by and among the Company,
certain of the Companys subsidiaries and the Lender (as heretofore
amended, the Domestic Credit Agreement) and the Credit and Security
Agreement (Ex-Im Subfacility), dated March 13, 2012, by and among
the Company, certain of the Companys subsidiaries and the Lender
(as heretofore amended, the Ex-Im Credit Agreement; and together
with the Domestic Credit Agreement, collectively, the Credit
Agreements). The Consent extends the due date under the Credit
Agreements for delivery of the Companys audited financial
statements for the year ended December 31, 2016 (the Annual
Financial Statements) to June 30, 2017, conditional upon, among
other matters, Nasdaq also consenting to or approving the extension
of the due date for filing the Annual Financial Statements with the
Securities and Exchange Commission (the SEC). As previously
reported, the Company has a scheduled hearing on May 25, 2017
before a Nasdaq Hearings Panel (the Panel) with respect to the late
filing of the Audited Financial Statements and the Companys request
for continued listing and a stay of suspension of trading. The
Company is diligently working to file the Audited Financing
Statements as soon as possible; however, there can be no assurance
that the Panel will grant the Company’s request for continued
listing and a further stay of suspension. The delisting of the
Companys common stock from The Nasdaq Capital Market could have a
material adverse effect on the Company’s business and on the
trading of its common stock.

The lenders under the Credit Agreements, and their respective
affiliates, have performed, and may in the future perform, for the
Company and its affiliates various commercial banking, investment
banking, financial advisory or other services, for which they have
received and/or may in the future receive customary compensation
and expense reimbursement.

The foregoing summary of the Consent is subject to, and qualified
in its entirety by, the full text of the Consent, which is attached
to this Current Report on Form 8-K as Exhibit 10.1, and is
incorporated herein by reference.

Cautionary Note Regarding Forward Looking Statements: This Current
Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements related to the hearing before the Panel, any
stay of the suspension of the Companys common stock or extension
granted for the filing of the Audited Financial Statements, the
Company regaining compliance with the periodic filing requirements
set forth in Rule 5250(c)(1) of the Nasdaq Listing Rules, the
timing of filings with the SEC, the appeal process and the
consequences of delisting the Company’s common stock from the
Nasdaq Capital Market. The Company uses words such as anticipate,
believe, continue, could, estimate, expect, goal, intend,

may, plan, project, seek, should, target, will, would, variations
of such words, and similar expressions 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,
including those identified in the Company’s other filings with the
SEC. Therefore, actual results may differ materially and adversely
from those expressed in any forward-looking statements. For
information about the factors that could cause such differences,
please refer to the Company’s SEC filings, including its Annual
Report on Form 10-K for the year ended December 31, 2015 and
subsequent Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. The forward-looking
statements contained in this Current Report on Form 8-K speak only
as of the date of this report and the Company assumes no obligation
to update any forward-looking statements for any reason.

Item 9.01 Financial Statements and Exhibits.