8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 4, 2017

DASAN ZHONE SOLUTIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-32743	22-3509099
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

7195 Oakport Street

Oakland, California 94621

(Address of Principal Executive Offices, Including Zip Code)

(510) 777-7000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

On October 4, 2017, DASAN Zhone Solutions, Inc. (the “Company”) received a letter from The NASDAQ Stock Market LLC (“Nasdaq”) stating that the Company has regained compliance with Nasdaq Listing Rule 5250(c)(1) and is in compliance with other applicable requirements required for listing on the Nasdaq. Accordingly, Nasdaq advised that it has determined to continue the listing of the Company’s securities and has closed this matter.

As previously reported, on April 6, 2017, May 17, 2017 and August 21, 2017, the Listing Qualifications Staff of Nasdaq notified the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2016 and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2017 and June 30, 2017, respectively. Following a hearing before the Nasdaq Hearing Panel on May 25, 2017, the Nasdaq Hearing Panel had granted the Company's request for exception through September 27, 2017 to comply with the filing requirements in Nasdaq Listing Rule 5250(c)(1). The Company filed its delinquent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q on September 27, 2017. 

On October 5, 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated October 5, 2017 issued by DASAN Zhone Solutions, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 5, 2017	DASAN Zhone Solutions, Inc.
	By:	/s/    IL YUNG KIM
		Il Yung Kim
		President, Chief Executive Officer and Acting Chief Financial Officer

EX-99.1

Exhibit 99.1

Contacts
DASAN Zhone Investor Relations:	DASAN Zhone Public Relations:
Tel: +1 510.777.7013	Tel: +1 760.814.8194
Fax: +1 510.777.7001	E: carla.vallone@portavocepr.com
E: investor-relations@dasanzhone.com

DASAN Zhone Regains Compliance with Nasdaq Listing Rules

Oakland, Calif., October 5, 2017 – DASAN Zhone Solutions, Inc. (formerly known as Zhone Technologies, Inc.) (NASDAQ: DZSI), a global leader in fiber access transformation for enterprise and service provider networks, today announced that on October 4, 2017, the company received a letter from The NASDAQ Stock Market LLC (“Nasdaq”) stating that the company has regained compliance with Nasdaq Listing Rule 5250(c)(1) and is in compliance with other applicable requirements required for listing on the Nasdaq. Accordingly, Nasdaq has determined to continue the listing of the company’s securities and has closed this matter.

As previously reported, on April 6, 2017, May 17, 2017 and August 21, 2017, the Listing Qualifications Staff of Nasdaq notified the company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2016 and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2017 and June 30, 2017, respectively. Following a hearing before the Nasdaq Hearings Panel on May 25, 2017, the Nasdaq Hearings Panel granted the company's request for exception through September 27, 2017 to comply with Nasdaq's filing requirements. The company filed its delinquent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q on September 27, 2017. 

About DASAN Zhone

DASAN Zhone Solutions, Inc. is a global leader in broad-based network access solutions and communications equipment. The company provides solutions in five major product areas including broadband access, Ethernet switching, mobile backhaul, passive optical LAN (POL) and software defined networks (SDN). More than 750 of the world’s most innovative network operators, service providers and enterprises turn to DASAN Zhone Solutions for fiber access

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transformation. DASAN Zhone Solutions is committed to building the fastest and highest quality All IP Multi-Service solution for its customers. DASAN Zhone Solutions is headquartered in Oakland, California.

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