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): ~~August~~September 526, 2023

Casa Systems, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-38324

75-3108867

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 Old River Road

Andover, Massachusetts

01810

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (978) 688-6706

(Former Name or Former Address, if Changed Since Last Report)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	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

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

CASA

The Nasdaq Stock Market LLC

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 ☐

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. ☐

Item 53.0201 ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

On ~~August~~September 526, 2023, Casa Systems, Inc. (the “Company”) ~~appointed~~received ~~Philip~~a E.notification ~~Paro,~~letter ~~Jr.~~from tothe ~~serve~~Nasdaq asListing Qualifications Staff (the ~~Company’s~~“Staff”) ~~principal~~of ~~accounting~~The ~~officer~~Nasdaq ~~and~~Stock toMarket ~~the~~LLC ~~positions~~(“Nasdaq”) ofnotifying ~~Vice~~the ~~President~~Company ~~and~~that ~~Chief~~the ~~Accounting~~bid ~~Officer,~~price ~~effective~~for asthe ofCompany’s ~~September 5~~common stock, ~~2023~~par ~~the~~value $0.001 (the “~~Effective~~common ~~Date~~stock”) had closed below $1.00 ~~Edward~~per ~~Durkin~~share for thirty (30) or more consecutive business days (August 8, 2023 through September 25, 2023) and that the Company’s ~~Chief~~therefore ~~Financial~~is ~~Officer~~not ~~and~~in ~~principal~~compliance ~~accounting~~with ~~officer,~~the ~~will~~minimum nobid ~~longer~~price ~~serve~~requirement asfor continued inclusion on the ~~principal~~Nasdaq ~~accounting~~Global ~~officer~~Select ~~effective~~Market asunder ofNasdaq Listing Rule 5550(a)(2) (the ~~Effective~~“Bid ~~Date,~~Price ~~but~~Requirement”). ~~will~~The ~~remain~~notification has no immediate effect on the listing of the Company’s ~~Chief~~common ~~Financial~~stock ~~Officer~~on Nasdaq.

In ~~connection~~accordance with ~~Mr. Paro’s~~Nasdaq ~~appointment~~Listing asRule ~~Vice President and Chief Accounting Officer~~5810(c)(3)(A), the Company ~~entered~~has ~~into~~a ~~an offer letter (the~~period ~~“Paro~~of ~~Agreement”)~~180 ~~which~~calendar ~~provides~~days ~~for~~to aregain ~~starting~~compliance ~~annual~~with ~~base~~the ~~salary~~Bid ofPrice ~~$285~~Requirement,~~000.04,~~ awhich ~~yearly~~will ~~discretionary~~expire ~~performance~~on ~~bonus~~March 25, ~~with~~2024 (the ~~target~~“Compliance ~~amount being 40% of Mr~~Date”). ~~Paro’s~~ ~~base~~To ~~salary,~~regain ~~and~~compliance, ~~subject~~the toclosing ~~the~~bid ~~approval~~price of the ~~Compensation~~Company’s ~~Committee~~common ofstock ~~the~~must ~~Board~~be ofat ~~Directors~~least of$1.00 ~~the~~or ~~Company,~~higher for a ~~one-time sign-on equity~~ ~~award~~minimum ~~consisting~~ of ~~$101,000~~ten of(10) consecutive ~~restricted~~business ~~stock~~days, ~~units~~and ofin ~~common~~such ~~stock~~case, of the ~~Company,~~Staff ~~subject~~will toprovide the ~~terms~~Company ~~and~~with ~~conditions~~written ofconfirmation ~~the~~that ~~Company’s~~it ~~2017~~has ~~Stock~~regained ~~Incentive~~compliance ~~Plan~~with ~~and~~ the ~~applicable~~Bid ~~restricted~~Price ~~stock unit agreement~~Requirement. ~~Mr. Paro~~The ~~will~~Staff ~~also~~has bethe ~~eligible~~discretion to ~~participate~~extend in the ~~Company’s~~ten ~~sponsored~~(10) business ~~benefits~~day ~~provided~~period to ~~other~~up ~~Company~~to ~~employees~~twenty of(20) consecutive ~~similar~~business ~~rank~~days ~~and~~pursuant ~~tenure, subject~~ to ~~the~~Nasdaq ~~terms~~Listing ~~and~~Rule ~~conditions of such policies and programs~~5810(c)(3)(H).

~~The~~In ~~foregoing~~accordance ~~summary~~with Nasdaq Listing Rule 5810(c)(3)(A)(i), if the Company does not regain compliance by the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would need to transfer the listing of the ~~Paro~~Company’s ~~Agreement~~common isstock ~~qualified~~to inthe Nasdaq Capital Market, provided the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the Bid Price Requirement. To effect such a transfer, the Company would also need to pay an application fee to Nasdaq and provide written notice to the Staff of its ~~entirety~~intention byto ~~reference~~cure the deficiency during the additional compliance period. If the Company is not eligible or it appears to Nasdaq that the ~~full~~Company ~~Paro~~will ~~Agreement~~not ~~filed~~be ~~herewith~~able asto ~~Exhibit~~cure 10the deficiency during the additional compliance period, Nasdaq will provide written notice to the Company that the Company’s common stock will be subject to delisting.1 In the event of such notification, the Company may appeal Nasdaq’s determination to delist its securities. However, there can be no assurance that, if the Company receives a delisting notice and ~~incorporated~~appeals the delisting determination by ~~reference~~the ~~herein~~Staff, such appeal would be successful.

~~Prior~~The ~~to joining the~~ Company, ~~Mr. Paro,~~intends ~~age~~to ~~41,~~monitor ~~served~~the asclosing ~~Director,~~bid ~~Global~~price ~~Controller~~of atits ~~The~~common ~~Tomorrow~~stock ~~Companies,~~and ~~d/b/a~~will ~~Tomorrow.io,~~take ~~since~~all ~~May~~reasonable ~~2022.~~measures ~~From~~available ~~January~~to ~~2021 until May 2022, Mr. Paro served as~~ the ~~Worldwide~~Company ~~Controller for Fuze until and immediately following its acquisition by 8x8 (NASDAQ: EGHT). Prior~~ to ~~that,~~regain hecompliance ~~was~~with the ~~Director~~Bid ~~and~~Price ~~then Senior Director, Revenue Operations at Actifio from January 2017 until January 2021, until its acquisition by Google Cloud~~Requirement. HeThere ~~also~~can ~~previously~~be ~~served~~no inassurance ~~financial~~that ~~positions~~the atCompany ~~Fleetmatics~~will ~~(NYSE:~~be ~~FLTX)~~able ~~until~~to ~~its~~regain ~~acquisition~~compliance byfor ~~Verizon,~~continued ~~Hologic~~listing ~~(NASDAQ:~~on ~~HOLX), and Acme Packet (NASDAQ: APKT) until its acquisition by Oracle~~Nasdaq. ~~He earned a bachelor of science in accounting and a master of science in administrative studies from Boston College.~~

~~Mr. Paro~~Cautionary ~~has~~Statement noRegarding ~~family~~Forward-Looking ~~relationship~~Statements with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Paro and any other person pursuant to which he is being appointed as the principal accounting officer of the Company.

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the Company’s ability to regain compliance with the Bid Price Requirement; the Company’s intent to monitor the closing bid price of its common stock and take all reasonable measures available to the Company for continued listing on Nasdaq; and the Company’s eligibility for an additional 180 calendar day compliance period.

In some cases, you can identify forward-looking statements by terminology such as “outlook,” “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including, but not limited to, the Company’s ability to regain compliance with the Bid Price Requirement; and the other important factors outlined under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 15, 2023, as such factors may be and have been updated from time to time in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov and the Investor Relations page of its website at investors.casa-systems.com. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this Current Report on Form 8-K to reflect changes since the date of this Current Report on Form 8-K, except as may be required by law.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
Exhibit No.		Description
10.1		Offer Letter, dated August 4, 2023, by and between the Registrant and Philip Paro.
104		Cover Page Interactive Data File (formatted as inline XBRL).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CASA SYSTEMS, INC.

Date: August 10, 2023

/s/ Edward Durkin

Date: September 29, 2023

/s/ Edward Durkin

Edward Durkin Chief Financial Officer

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