Item 7.01. Regulation FD Disclosure.
On
The information furnished in this Item 7.01, including the attached exhibit, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filings under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On
The price to the public in this offering is
The offering is expected to close on or about
The Company intends to use the net proceeds from the offering for general corporate purposes, which may include research and development, sales and marketing initiatives and the funding of working capital.
The offering is being made pursuant to a shelf registration statement on Form
S-3 (Registration Statement No. 333-262634) filed by the Company with the
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Stockholder, customary conditions to closing, indemnification and contribution obligations of the Company, the Selling Stockholder and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is not complete and is
qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is filed as Exhibit 1.1 to this report and is
incorporated by reference herein. A copy of the opinion of
Cautionary Note Regarding Forward Looking Statements: This Current Report on Form 8-K contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated consummation of the offering, the intended use of offering proceeds and other aspects of the offering. These statements reflect the beliefs and assumptions of the Company's management as of the date hereof. Words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "goal," "intend," "may," "plan," "project," "seek," "should," "target," "will," "would," variations of such words, and similar expressions are intended to identify
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forward-looking statements. Readers are cautioned that these forward-looking
statements are only predictions and are subject to risks, uncertainties and
assumptions that are difficult to predict. The Company's actual results could
differ materially and adversely from those expressed in or contemplated by the
forward-looking statements. Factors that could cause actual results to differ
include, but are not limited to, those risk factors contained in the Company's
Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements for any reason.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. EXHIBIT NUMBER DESCRIPTION 1.1 Underwriting Agreement, datedNovember 16, 2022 , by and amongDZS Inc. , DASAN Networks, Inc., andCowen and Company, LLC andStifel, Nicolaus & Company, Incorporated , as representatives of the several underwriters named therein. 5.1 Opinion ofBaker Botts L.L.P. 23.1 Consent ofBaker Botts L.L.P. (included in Exhibit 5.1) 99.1 Press Release, datedNovember 16, 2022 , announcing the pricing of the offering. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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