SC 13D/A

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power:

9,093,015

Shared Voting Power:

0

Sole Dispositive Power:

9,093,015

Shared Dispositive Power:

0

SC 13D/A 1 d423711dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

DZS INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

23305L107

(CUSIP Number)

Ji Hyun Kim

DASAN Networks, Inc.

Dasan Tower, 49 Daewangpangyo-ro 644Beon-gil,

Bundang-gu, Seongnam-si, Gyeonggi-do,

Republic of Korea

Telephone: + 82-70-7010-1021

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 21, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.: 23305L107


1.		Name of Reporting Person: DASAN Networks, Inc.
2.		Check the Appropriate Box if a Member of Group (See Instructions): (a) ☐ (b) ☐
3.		SEC Use Only:
4.		Source of Funds: OO, AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization: Korea, Republic

(1)

This percentage is calculated based on 30,808,912 shares of common stock, par value $0.001 per share (the “Common Stock”), of DZS Inc. (the “Issuer”) outstanding as of September 30, 2022, after giving effect to the completion of the Issuer’s public offering and the full exercise of the underwriters’ over-allotment option, as described in the Issuer’s prospectus supplement on Form 424(b) filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2022 and in the Issuer’s Form 8-K filed on November 17, 2022.

Explanatory Note

This Amendment No. 2 to statement on Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D filed with the SEC on September 14, 2016 (as amended and supplemented by Amendment No. 1 to statement on Schedule 13D filed with the SEC on February 5, 2021 the “Prior Schedule 13D,” and as amended and supplemented by this Amendment No. 2, the “Schedule 13D”), and is being filed on behalf of the Reporting Person in respect of the Common Stock of the Issuer.

Except as amended and supplemented herein, the information set forth in the Prior Schedule 13D remains unchanged. Capitalized terms used but not defined in this Amendment No. 2 have the respective meanings set forth in the Prior Schedule 13D.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule A attached hereto.

Item 4.

Purpose of Transaction

Item 4 of Schedule 13D is hereby amended and supplemented as follows:

Underwriting Agreement

On November 16, 2022, in connection with a registered public offering (the “Offering”) of Common Stock, the Issuer, the Reporting Person and the underwriters named therein (the “Underwriters”) entered into an underwriting agreement (the “Underwriting Agreement”) pursuant to which (i) the Reporting Person agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Reporting Person, subject to and upon the terms and conditions set forth therein, 1,000,000 shares of Common Stock, including 130,435 shares of Common Stock pursuant to the option granted to the Underwriters by the Reporting Person, in each case, at a price to the public of $11.50 per share, with net proceeds to the Reporting Person of $10.81 per share after deducting the commissions of the Underwriters and (ii) the Issuer agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Issuer, subject to and upon the terms and conditions set forth therein, 2,883,912 shares of Common Stock, including 376,162 shares of Common Stock pursuant to the option granted to the Underwriters by the Issuer, in each case, at a price to the public of $11.50 per share, with net proceeds to the Issuer of $10.81 per share. The Underwriters exercised their option granted by the Reporting Person and the Issuer on November 18, 2022, and the Offering was completed on November 21, 2022.

Lock-up Agreement

In connection with the Offering, on November 16, 2022, each of Min Woo Nam and Choon Yul Yoo delivered a lock-up agreement (each, a “Lock-Up Agreement,” and collectively, the “Lock-Up Agreements”) to Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several Underwriters. Pursuant to the Lock-Up Agreements, each of Min Woo Nam and Choon Yul Yoo agreed during the period commencing on the date of the Lock-Up Agreements and ending 90 days after the date of the Underwriting Agreement not to (1) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any Common Stock, (2) exercise or seek to exercise any rights to cause the Issuer to register a disposition, (3) otherwise participate as a selling securityholder, or (4) engage in any transaction that is designed to dispose of the Common Stock.

The description of the Lock-Up Agreements in this Item 4 are qualified in their entirety by reference to the complete text of the form of Lock-Up Agreement which has been filed as Exhibit 6 hereto, and which is incorporated herein by reference in its entirety.

Item 5.

Interest in Securities of the Issuer

Item 5 of Schedule 13D is hereby amended and restated in its entirety as follows:

(a) See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Common Stock that are beneficially owned by the Reporting Person as of November 21, 2022.

(b) The Reporting Person has sole voting and dispositive power with respect to all of the shares of Common Stock owned by the Reporting Person.

(c) Except as otherwise described in this Schedule 13D, the Reporting Person has not effected any transactions in the Common Stock or other equity securities of the Issuer during the last 60 days.

(d) To the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities of the Issuer reported herein.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 4 of Schedule 13D is hereby amended and supplemented as follows:

Lock-Up Agreements

The information with respect to the Lock-Up Agreements provided in Item 4 is hereby incorporated by reference herein.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:


Exhibit No.	Description	Method of Filing

7	Underwriting Agreement, dated as of November 16, 2022, by and among DZS Inc., DASAN Networks, Inc., and Cowen and Company, LLC and Stifel, Nicolaus and Company, Incorporated, as representatives of the several underwriters named therein.	Incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on November 17, 2022


8	Form of Lock-Up Agreement, dated as of November 16, 2022, by and among DZS Inc., DASAN Networks, Inc., Cowen and Company, LLC and Stifel, Nicolaus and Company, Incorporated and the other parties thereto	Incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on November 17, 2022

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Schedule A

The name, title and present principal occupation or employment of each of the directors and executive officers of the Reporting Person are set forth below. Unless otherwise specified below, each director’s or executive officer’s business address is c/o DASAN Networks, Inc., DASAN Tower, 49, Daewangpangyo-ro 644 Beon-gil, Budang-gu, Sungnam-si, Gyeonggi-do, 13493, Korea. All of the persons listed below are citizens of the Republic of Korea.


Name		Present Principal Occupation (Including Name and Address of Employer)
Directors

Min Woo Nam		Chief Executive Officer and Chairman of the Board of the Reporting Person

Choon Yul Yoo		Chief Operating Officer and Director of the Reporting Person

Gyun Yu		Independent Director of the Reporting Person

ChanYoung Chae		Independent Director of the Reporting Person

Executive Officers (Who Are Not Directors)

Not applicable.

SEC Form SC 13D/A filed by DZS Inc. (Amendment)