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): ~~November~~December 725, 2024

DZS 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.)

5700 Tennyson Parkway, Suite 400

Plano, TX 75024

(Address of Principal Executive Offices, Including Zip Code)

(469) 327-1531

(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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	DZSI	OTC Markets Group, Inc.

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 o

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. o

Item 12.01 ~~Entry~~Completion ~~Into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On ~~November~~December 725, 2024, NetComm Wireless Pty Ltd. ACN 002 490 486 (the “Company”), ~~entered~~a ~~into~~wholly aowned subsidiary of DZS Inc., consummated the previously disclosed divestiture (the “IIoT Business Divestiture”) contemplated by the Business Sale Agreement, dated as of November 7, 2024 (the “Business Sale Agreement”), ~~with~~between the Company and Lantronix, Inc., a Delaware corporation (~~the~~ “~~Purchaser~~Lantronix”). Pursuant to the Business Sale Agreement, the Company ~~has~~sold ~~agreed~~ to ~~sell,~~Lantronix ~~and~~ the ~~Purchaser has agreed to buy, the~~ Company’s industrial internet of things business ~~(the “IIoT Business”),~~ for a ~~cash~~ purchase price of $6,500,000, less an$41,727.60 (the amount ~~equal~~representing to 70% of employee entitlements due to transferring employees ~~(the “Purchase Price”~~). In connection with the acquisition of the IIoT Business, the Purchaser will assume as of the Closing certain liabilities associated with the IIoT Business and will make an offer of employment to all employees primarily engaged by the Company in the IIoT Business.

At the closing of the Company’s sale of the IIoT Business (the “Closing”), the Company will receive the Purchase Price. The Closing under the Business Sale Agreement is subject to the satisfaction and/or waiver of certain conditions precedent, including obtain counterparty consents to certain key commercial contracts.

The Business Sale Agreement contains standard warranties and indemnities for a transaction of this nature. The maximum aggregate liability of the Company for any breach of warranties has been capped at thirty-five percent (35%) of the Purchase Price, except for the breach of warranties related to certain fundamental warranties, which are capped at the Purchase Price.

In conjunction with the proposed sale of the IIoT Business, DZS Inc. (“DZS”) has entered into an agreement (the “EdgeCo Letter”) with EdgeCo, LLC, a Wyoming limited liability company (“EdgeCo”), whereby at the Closing EdgeCo will receive fifty percent (50%) of the Purchase Price as pre-payments of the EdgeCo Loans (as defined below). EdgeCo will release all liens that it holds on the assets being sold pursuant to the Business Sale Agreement. In accordance with the EdgeCo Letter, DZS will continue to pay interest on the EdgeCo Loans, including the principal balance pre-paid in connection with the sale of the IIoT Business, until the prepayment penalty under the EdgeCo Loans has been paid in full. “EdgeCo Loans” means (i) the Loan Agreement dated December 29, 2023 by and between DZS and EdgeCo and (ii) the Loan Agreement dated May 31, 2024 by and between DZS and EdgeCo.

The foregoing description of the Business Sale Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Business Sale Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

This summary of the principal terms of the Business Sale Agreement and the copy of the Business Sale Agreement filed as Exhibit 2.1 have been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, the Purchaser, DZS, or any of their respective subsidiaries or affiliates. In particular, the warranties contained in the Business Sale Agreement are qualified by written information and documents and written responses to confidential due diligence questions provided by the Company (together “Due Diligence Materials”) in connection with the signing of the Business Sale Agreement. These Due Diligence Materials contain information that qualifies and creates exceptions to the warranties set forth in the Business Sale Agreement (to the extent fairly disclosed under the Business Sale Agreement). Moreover, the warranties in the Business Sale Agreement were made as of specific dates, were made solely for the Business Sale Agreement and for the purposes of allocating risk between the parties to the Business Sale Agreement, rather than establishing matters as facts, are solely for the benefit of such parties, may be subject to qualifications or limitations agreed upon by such parties and may be subject to standards of materiality applicable to such parties that differ from those generally applicable to investors and reports and documents filed with the Securities and Exchange Commission (the “SEC”). Accordingly, investors are not third-party beneficiaries under the Business Sale Agreement and the warranties in the Business Sale Agreement, and any descriptions thereof, should not be relied on as characterizations of the actual state of facts or circumstances of the Company or the Purchaser. Moreover, information concerning the subject matter of such warranties may change after the date of the Business Sale Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements regarding future events and DZS’s future results that are subject to the safe harbors created under the Private Securities Litigation Reform Act of 1995. These statements reflect the beliefs and assumptions of DZS’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. Such statements include, but are not limited to, statements about the consummation and timing of the sale of the IIoT Business. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. DZS’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 SEC filings available at www.sec.gov, including without limitation, DZS’s annual report on Form 10-K, quarterly reports on Form 10-Q and

subsequent filings. In addition, additional or unforeseen affects from the COVID-19 pandemic and the global economic climate may give rise to or amplify many of these risks. 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.

Item 7.01 Regulation FD Disclosure.

On November 7, 2024, DZS issued a press release regarding its plans to sell the industrial internet of things business. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, are deemed to be “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act and will not be incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed consolidated financial statements of DZS Inc. as of and for the nine-month period ended September 30, 2024 and for the year ended December 31, 2023, together with the notes related thereto, giving effect to the IIoT Business Divestiture (as well as certain other previously disclosed 2024 transactions of DZS Inc., as described therein), are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

(d) Exhibits.

Exhibit No.						Description
2.1*						Business Sale Agreement dated November 7, 2024, by and between NetComm Wireless Pty Ltd and Lantronix, Inc.
2.1						Business Sale Agreement, dated November 7, 2024, by and between NetComm Wireless Pty Ltd and Lantronix, Inc. (incorporated by reference to Exhibit 2.1 to DZS Inc.’s Current Report on Form 8-K filed with the SEC on November 7, 2024).
99.1						~~Press~~Unaudited ~~Release~~pro ~~dated~~forma ~~November~~condensed 7consolidated financial statements of the Company as of and for the six-month period ended June 30, 2024 and the year ended December 31, 2023, together with the notes related thereto.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request by the Commission: provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

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: November 7, 2024	DZS Inc.
Date: December 27, 2024	DZS Inc.
	By:	/s/ ~~Justin~~Brian ~~Ferguson~~Chesnut
		Justin Ferguson
		Brian Chesnut
		Chief Legal Officer
		Interim Chief Financial Officer

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