DASAN ZHONE SOLUTIONS, INC. (NASDAQ:DZSI) Files An 8-K Entry into a Material Definitive Agreement

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 Company’s 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 Company’s Credit and Security Agreement, dated March 13, 2012, by and among the Company, certain of the Company’s subsidiaries and the Lender (as 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 Company’s subsidiaries and the Lender (as amended, the “Ex-Im Credit Agreement”; and together with the Domestic Credit Agreement, collectively, the “Credit Agreements”). The Consent extended the due date under the Credit Agreements for delivery of the Company’s 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, on June 7, 2017, the Company received a letter stating that the Nasdaq Hearings Panel granted the Company’s request for continued listing on The Nasdaq Capital Market, subject to the Annual Financial Statements being filed with the SEC on or before September 27, 2017. On July 3, 2017, the Company and certain of its subsidiaries executed a second consent agreement (the “Second Consent”) with the Lender to further extend the due date of the Annual Financial Statements from June 30, 2017 to September 27, 2017 to reflect the extension approved by Nasdaq. The Company is diligently working to file the Audited Financial Statements as soon as possible; however, there can be no assurance that the Audited Financial Statements will be filed prior to the deadline set by Nasdaq and in the Second Consent. The delisting of the Company’s 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 Second Consent is subject to, and qualified in its entirety by, the full text of the Second 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 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 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.

(d)Exhibits

DASAN ZHONE SOLUTIONS INC ExhibitEX-10.1 2 exhibit101-extendduedatefo.htm EXHIBIT 10.1 Exhibit Exhibit 10.1July 3,…To view the full exhibit click here
About DASAN ZHONE SOLUTIONS, INC. (NASDAQ:DZSI)
DASAN Zhone Solutions, Inc., formerly Zhone Technologies, Inc., designs, develops and manufactures communications network equipment for telecommunications operators and enterprises across the world. The Company’s products provide enterprise solutions that enable both network service providers and enterprises to deliver high speed fiber access, while transporting voice, video and data to the end user. In addition to its product offerings in its core business, it offers FiberLAN Passive Optical local area network (LAN), which provides an alternative to switched copper-based LANs. The customers of its FiberLAN business include hospitality, government, education, manufacturing and business enterprises. Its products span two categories: SLMS Products, and Legacy, Service and Other Products. Its SLMS Products include Broadband Aggregation and Service, Customer Premise Equipment (CPE), Zhone Management System and FiberLAN Passive Optical LAN.