Amendment: DZS Inc. filed SEC Form 8-K: Financial Statements and Exhibits
$DZSI
Telecommunications Equipment
Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 31, 2024
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
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(469 ) 327-1531
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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Explanatory Note
On June 1, 2024, DZS Inc. (the “Company”) consummated the previously disclosed acquisition (the “NetComm Acquisition”) contemplated by the Share Purchase Agreement, dated as of May 3, 2024 (the “Share Purchase Agreement”), between the Company and Casa Communications Holdings Pty Ltd (Administrators Appointed) ACN 632 732 659, a private limited company registered in New South Wales, Australia (“Casa”). Pursuant to the Share Purchase Agreement, Casa sold to the Company all of the issued and outstanding share capital of NetComm Wireless Pty Ltd (Administrators Appointed) ACN 002 490 986, a private limited company registered in New South Wales, Australia (“NetComm”) for a purchase price of $7,000,000, subject to certain adjustments.
This Amendment No. 2 on Form 8-K/A is being filed to amend Item 9.01(a) of the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission (“SEC”) on June 6, 2024, as amended on September 5, 2024, regarding the completion of the Netcomm Acquisition to file the unaudited condensed consolidated interim financial statements of NetComm as of and for the three-month periods ended March 31, 2024, and 2023.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The unaudited condensed consolidated interim financial statements of NetComm as of and for the three-month periods ended March 31, 2024, and 2023, together with the notes related thereto, are filed as Exhibit 99.1 to this Form 8-K/A and incorporated by reference herein.
(d) Exhibits.
| Exhibit No. | Description | ||||||||||
| 99.1 | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
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: September 26, 2024 | DZS Inc. | |||||||
| By: | /s/ Brian Chesnut | |||||||
| Brian Chesnut | ||||||||
| Interim Chief Financial Officer | ||||||||