On November 9, 2016, DASAN Zhone Solutions, Inc. (the Company)
entered into a letter agreement with Eric Presworsky, the
Companys Chief Technology Officer, to which the Company agreed to
pay to Mr. Presworsky a one-time cash stay bonus in the amount of
$300,000 on a date to be determined by the Company but prior to
March 15, 2017, subject to Mr. Presworskys continued employment
with the Company through the date of payment. In the event Mr.
Presworskys employment is terminated by the Company withoFORM ut
cause prior to the payment of the stay bonus, subject to his
execution of a general release of claims in favor of the Company,
the Company will pay the stay bonus to him. This letter agreement
supersedes all previous severance or retention agreements or
arrangements between the Company and Mr. Presworsky.

The foregoing description of the letter agreement between the
Company and Mr. Presworsky does not purport to be complete and is
qualified in its entirety by reference to the letter agreement,
with is filed as Exhibit 10.1 hereto, and is incorporated herein
by reference.

Item 8.01 Other Events.

As previously reported, on September 12, 2016, the Company
received a letter from The Nasdaq Stock Market LLC (Nasdaq)
notifying the Company that, because the Company did not satisfy
Nasdaqs initial listing standard requiring a minimum bid price of
$4 per share (or a minimum closing price of $3 per share for five
consecutive trading days or $2 per share for 90 consecutive
trading days) at the closing of the acquisition of Dasan Network
Solutions, Inc., the Companys common stock would be subject to
delisting unless the Company timely requested a hearing before a
Nasdaq Hearings Panel (the Panel). On September 19, 2016, the
Company requested a hearing before the Panel with respect to the
staffs delisting determination letter, which was held on November
3, 2016. At the hearing, the Company presented its plan to gain
compliance with the initial listing minimum bid or closing price
requirement, including via the implementation of a reverse stock
split if necessary.

On November 8, 2016, the Company received a letter from Nasdaq
stating that the Panel had granted the Companys request for
continued listing on Nasdaq, subject to the Company evidencing
compliance with the initial listing minimum bid or closing price
requirement by March 13, 2017. The Company expects to timely
complete a reverse stock split in a ratio sufficient to gain
compliance with the initial listing minimum bid or closing price
requirement as needed by March 13, 2017. The compliance period
granted by the Panel through March 13, 2017 is subject to the
Company filing a preliminary proxy statement and a definitive
proxy statement seeking stockholder approval of a reverse stock
split with the Securities and

Exchange Commission (the SEC) by no later than January 31, 2017
and February 13, 2017, respectively. If the Company fails to
implement the reverse stock split and demonstrate compliance by
this date, or fails to file the required proxy statements with
the SEC by the applicable deadline, the Panel will issue a final
determination to delist the Companys shares and suspend trading
of the Companys shares on Nasdaq. During the compliance period,
the Companys shares of common stock will continue to be listed
and traded on the Nasdaq Capital Market.

Although the Company intends to comply with the conditions set
forth in the Nasdaq determination letter for continued listing,
there can be no assurance that the Company will be able to regain
compliance during the compliance period. Delisting from the
Nasdaq Capital Market could have a material adverse effect on the
Companys business and on the trading of its common stock.

On November 10, 2016, the Company issued a press release
announcing its receipt of the Nasdaq letter regarding the Panel
determination. A copy of the press release is attached hereto as
Exhibit 99.1 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 Companys
compliance with initial listing minimum bid or closing price
requirements, the Companys compliance with the other conditions
of the Panel determination, and the consequences of delisting of
the Companys 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 Companys other filings with the Securities and
Exchange Commission (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 Companys
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. 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.

# Management contract or compensatory plan or arrangement in
which one or more executive officers, named executives or
directors participates.