As previously reported in its Form 12b-25 filed with the Securities
and Exchange Commission (the “SEC”) on April 3, 2017, DASAN Zhone
Solutions, Inc. (the “Company”) was unable to timely file its
Annual Report on Form 10-K for the year ended December 31, 2016
(the “2016 Form 10-K”) due to the identification of material
errors in the consolidated financial statements of the Company in
periods prior to the acquisition of Dasan Network Solutions, Inc.
(“DNS”) on September 9, 2016 (the “Merger”), and an ongoing
independent investigation relating thereto. For periods through
September 8, 2016, the Company is referred to herein as “Legacy
Zhone.” The errors in Legacy Zhone’s financial statements in
prior periods do not impact the financial statements of the Company
following the Merger given the treatment of DNS as the accounting
acquirer in the transaction. The Company intends to file the 2016
Form 10-K as soon as practicable following the completion of the
investigation and the audit of the Company’s financial statements
for the year ended December 31, 2016.

On April 6, 2017, the Company received notice from the Listing
Qualifications Staff (the “Staff”) of The NASDAQ Stock Market LLC
(“Nasdaq”) indicating that, based upon the Companys failure to
timely file the 2016 Form 10-K with the SEC, the Company no longer
satisfied Nasdaqs filing requirement, as set forth in Nasdaq
Listing Rule 5250(c)(1). The letter also stated that, because the
Company failed to satisfy Nasdaqs filing requirement within the
past year and notwithstanding the fact that the Company
subsequently remedied the deficiency, the Company was not eligible
to submit a plan to regain compliance with the filing requirement
for the Staffs review; rather, the letter stated that the late
filing of the 2016 Form 10-K would serve as an immediate basis for
delisting unless the Company timely requests a hearing before the
Nasdaq Hearings Panel (the “Panel”). The Companys timely request
for a hearing will automatically stay the suspension of the
Companys common stock for a period of 15 days from the date of the
request.

The Company intends to timely request a hearing and a further stay
of any suspension in the trading of the Companys common stock
pending the outcome of the hearing and the expiration of any
extension granted by the Panel. At the hearing, the Company will
present its plan to evidence compliance with Nasdaqs filing
requirement. The Company is diligently working to evidence
compliance with Nasdaqs filing requirement as soon as possible;
however, there can be no assurance that the Panel will grant the
Companys request for a further stay of suspension or the Company’s
request for continued listing. 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.

On April 11, 2017, the Company issued a press release announcing
its receipt of the Nasdaq letter. 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 request for a hearing before
the Panel, any stay of the suspension of the Companys common stock,
the Company regaining compliance with the periodic filing
requirements set forth in Rule 5250(c)(1) of the Nasdaq Listing
Rules, the independent investigation being conducted by the Audit
Committee of the Board of Directors of the Company, the completion
of the audit of the Company’s financial statements for the year
ended December 31, 2016, 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.