Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported by Dasan Zhone Solutions, Inc. (the "Company") in a Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 15, 2019, the Company notified the NASDAQ Stock Market LLC ("Nasdaq") of the resignation of director Michael Connors from the Company's Board of Directors (the "Board"), effective November 15, 2019. At the time of his resignation, Mr. Connors was a member of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. The Company further notified Nasdaq that as a result of Mr. Connor's resignation, the Company was no longer in compliance with certain of Nasdaq's continued listing requirements.

On November 22, 2019, the Company received two letters from Nasdaq, the subject matter of which is set forth as follows:





   •  The first letter indicated that the Company no longer complied with Nasdaq's
      audit committee requirements as set forth in Listing Rule 5605, which, among
      other criteria, requires that the Company's Audit Committee be composed of
      at least three independent directors. Nasdaq confirmed that the Company is
      eligible to rely on the cure period provided by Listing Rule 5605(c)(4),
      which permits the Company to temporarily operate in non-compliance with the
      audit committee composition requirement, provided the Company regains
      compliance either before the earlier of Company's next annual shareholders'
      meeting or November 15, 2020. However, if the next annual shareholders'
      meeting is held before May 13, 2020, then the Company must evidence
      compliance no later than May 13, 2020. The Company intends to regain
      compliance with Listing Rule 5605 prior to the end of the cure period.




   •  The second letter indicated that the Company no longer complied with
      Nasdaq's compensation and nominating committee phase-in requirements as set
      forth in Listing Rule 5615(c)(3), which requires that the Company's
      Compensation Committee and Corporate Governance and Nominating Committee be
      composed (i) of a majority of independent directors during the phase-in
      period and (ii) solely of independent directors following the phase-in
      period. Nasdaq stated that the Company has 45 calendar days to submit a plan
      to Nasdaq as to how it will regain compliance with Nasdaq's continued
      listing requirements. If Nasdaq accepts the plan, Nasdaq may grant the
      Company an extension of up to 180 calendar days from November 22, 2019 to
      evidence compliance. If Nasdaq does not accept the Company's plan, the
      Company will have the opportunity to appeal that decision to a Nasdaq
      Hearings Panel. The Company intends to submit a plan to Nasdaq in accordance
      with the letter and subsequently regain compliance with Listing Rule
      5615(c)(3).




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