Sec Form 13D Filing - DASAN NETWORKS INC filing for DZS INC. (DZSI) - 2022-11-21

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 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

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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 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 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.

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

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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.