DZS Inc. Receives Expected Nasdaq Delisting Determination, Plans to Request Hearing by February 13
February 09 2024 - 4:30PM
DZS Inc. (“DZS” or the “Company”) (Nasdaq: DZSI), a global leader
of access, optical and AI-driven cloud software solutions,
announced today that on February 6, 2024, DZS Inc. (the “Company”)
received a Staff Delisting Determination (the “Staff
Determination”) from the Listing Qualifications Department of The
Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that
Nasdaq has initiated a process that could result in the delisting
of the Company’s securities from Nasdaq as a result of the Company
not being in compliance with Nasdaq Listing Rule 5250(c)(1) (the
“Listing Rule”), which requires listed companies to timely file all
required periodic financial reports with the Securities and
Exchange Commission (the “SEC”). The Staff Determination has no
immediate effect and will not immediately result in the suspension
of trading or delisting of the Company’s shares of common stock on
Nasdaq.
The Company intends to request a hearing regarding the Staff
Determination before a Nasdaq Hearings Panel (the “Hearings Panel”)
and seek a further stay of any suspension or delisting action
pending the hearing process and an additional extension period
until August 3, 2024 in accordance with the procedures set forth in
the Staff Determination.
The Staff Determination was issued because the Company has not
filed its Quarterly Reports on Form 10-Q for the quarterly period
ended June 30, 2023 (the “Second Quarter Form 10-Q”) and September
30, 2023 (the “Third Quarter Form 10-Q” and, together with the
Second Quarter Form 10-Q, the “Delinquent Reports”) by the
Extension Deadline (as defined below).
As previously disclosed, Nasdaq had granted the Company until
February 5, 2024, a period of 180 calendar days from the prescribed
due date of the Second Quarter Form 10-Q (the “Extension
Deadline”), to file the Delinquent Reports to regain compliance
with the Listing Rule. The Company previously disclosed the delay
in and circumstances behind the late filing of each of the
Delinquent Reports in Notifications of Late Filing on Form 12b-25,
filed with the SEC on August 9, 2023 and November 9, 2023,
respectively.
The Company’s request for a hearing before the Hearings Panel
(the “Request”) to appeal the Staff Determination must be made no
later than 4:00 p.m. Eastern Time on February 13, 2024. The Request
will automatically stay the suspension of the trading of the
Company’s securities for a period of 15 days from the date of the
Request. In connection with the Request, the Company also intends
to request that the Staff Determination be further stayed pending
the hearing process and the expiration of any extension period
granted by the Hearings Panel. The Hearings Panel has the
discretion to grant the Company an extension period until August 3,
2024. However, there can be no assurance that the Hearings Panel
will grant the Company’s request for a stay pending the hearing
process. According to the Staff Determination, hearings are
typically scheduled to occur approximately 30-45 days after the
date of a company’s hearing request. Following the hearing, the
Hearings Panel will issue a decision, which the Company may further
appeal to the Nasdaq Listing Council for review.
The Company intends to prepare the financial statements for (i)
the periods affected by the previously disclosed restatement, (ii)
the periods included in the Delinquent Reports and (iii) the year
ended December 31, 2023 (collectively, the “Relevant Financial
Statements”), after which the Relevant Financial Statements will be
subject to audit and/or review by the Company’s independent
registered public accounting firm. Following completion of the
audit or review, as applicable, of the Relevant Financial
Statements, the Company plans to file with the SEC annual and
quarterly reports including the Relevant Financial Statements.
There can be no assurance that the Company will be able to file the
foregoing annual and quarterly reports within the extension period
granted by the Hearings Panel, if any.
About DZS Inc.
DZS Inc. (Nasdaq: DZSI) is a global leader of access,
optical and AI-driven cloud software solutions.
DZS, the DZS logo, and all DZS product names are trademarks of
DZS Inc. Other brand and product names are trademarks of their
respective holders. Specifications, products, and/or product names
are all subject to change.
This press release contains forward-looking statements regarding
future events and our future results that are subject to the safe
harbors created under the Private Securities Litigation Reform Act
of 1995, including statements regarding the Company’s plans to
appeal the Staff Determination and file the Delinquent Reports, as
well as the Company’s ability to comply with the continued listing
requirements under the Rule. These statements reflect the beliefs
and assumptions of the Company’s management as of the date hereof.
Words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,”
“project,” “seek,” “should,” “target,” “will,” “would,” variations
of such words, and similar expressions are intended 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.
The Company’s actual results could differ materially and adversely
from those expressed in or contemplated by the forward-looking
statements. Factors that could cause actual results to differ
include, but are not limited to, those risk factors contained in
the Company’s filings with the Securities and Exchange Commission
available at www.sec.gov, including without limitation, the
Company’s annual report on Form 10-K, quarterly reports on Form
10-Q and subsequent filings. In addition, these risks and
uncertainties include, but are not limited to, changes in the
effects of the previously disclosed restatements on the Company’s
financial statements or financial results and delay in the filing
of the Company’s periodic reports with the SEC, including the
Delinquent Reports, due to the Company’s efforts to complete the
previously disclosed restatements. Readers are cautioned not to
place undue reliance on any forward-looking statements, which speak
only as of the date on which they are made. DZS undertakes no
obligation to update or revise any forward-looking statements for
any reason.
For further information see: www.DZSi.com.DZS on
Twitter: https://twitter.com/dzs_innovationDZS on
LinkedIn: https://www.linkedin.com/company/DZSi/
Investor inquiries: Ted Moreau, VP of Investor Relations, IR@dzsi.com
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