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): ~~December~~January 2529, ~~2024~~2025

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))

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐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	~~Trading Symbol(s)~~	~~Name of each exchange on which registered~~
Common Stock, $0.001 par value			DZSI	OTC Markets Group, Inc.
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 27.01 ~~Completion~~Regulation ofFD ~~Acquisition or Disposition of Assets~~Disclosure.

~~On December 25, 2024, NetComm Wireless Pty Ltd. ACN 002 490 486 (the “Company”), a wholly owned subsidiary of~~ DZS Inc., ~~consummated the previously disclosed divestiture~~ (the “~~IIoT Business Divestiture~~Company”) ~~contemplated~~from bytime ~~the~~to ~~Business~~time ~~Sale~~presents ~~Agreement,~~and/or ~~dated~~distributes asto ~~of November 7, 2024 (~~the ~~“Business~~investment ~~Sale~~community ~~Agreement”),~~at ~~between~~various ~~the~~conferences ~~Company~~or ~~and~~meetings ~~Lantronix,~~slide ~~Inc.,~~presentations ato ~~Delaware~~provide ~~corporation~~business ~~(“Lantronix”)~~updates. ~~Pursuant~~A tocopy ~~the~~of ~~Business Sale Agreement,~~ the Company ~~sold to Lantronix the Company~~’s ~~industrial~~current ~~internet~~investor ofslide ~~things~~presentation ~~business~~is ~~for~~attached ato ~~purchase~~this ~~price~~Current ofReport ~~$6,500,000,~~on ~~less~~Form ~~$41,727.60~~8-K ~~(the~~as ~~amount~~Exhibit ~~representing 70% of employee entitlements due to transferring employees)~~99.1.

The information in Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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	~~Description~~
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	Investor Presentation dated January 29, 2025
99.1		Unaudited pro forma condensed consolidated 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)
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: December 27, 2024		DZS Inc.
Date: January 29, 2025	DZS Inc.
	By:	~~By:~~	/s/ Justin Ferguson	~~/s/ Brian Chesnut~~
				Brian Chesnut
			Justin Ferguson
				Interim Chief Financial Officer
			Chief Legal Officer

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