ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC utilizing a “shelf” registration process.Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). Under athis shelf registration process, we or the selling security holders identified in this prospectusstockholder may, sellat any time and from time to time, insell the aggregate up to 6,424,393 shares of common stock.stock as described in this prospectus.

This prospectus provides you with a general description of the securities we or the selling stockholder may offer. Each time we sell, or the selling stockholder sells, securities, we will provide you with a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus may also add to, update or change information contained in this prospectus or in any documents that we have incorporated by reference herein. Accordingly, to the extent inconsistent, the information in this prospectus is superseded by the information in the prospectus supplement or any related free writing prospectus.

The prospectus supplement to be attached to the front of this prospectus may describe, as applicable, the terms of our common stock, the public offering price, the price paid for our common stock, the net proceeds and the other specific terms related to the offering of our common stock.

You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement.supplement or free writing prospectus relating to a particular offering. We have not authorized any dealer, salesman or any other personanyone to provide you with additional or differentany other information. If you receive any other information, you should not rely on it. This prospectus and any related prospectus supplement aredo not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and are notany related prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make ansuch offer or solicitation in thatsuch jurisdiction. You should not assume that the informationNo offer to sell our common stock contained in this prospectus, or any prospectus supplement or in any document incorporated by reference in this prospectus or any prospectus supplement, is accurate as of any date other than the date on the front cover of this prospectus or on the front cover of the document containing the information.

The terms “Zhone,” “we,” “us,” “our,” and the “company” refer only to Zhone Technologies, Inc. and our consolidated subsidiaries.

i

ZHONE TECHNOLOGIES, INC.

General

We design, develop and market telecommunications hardware and software that simplify today’s telecommunications networks. Our products, which address the connection between network service providers and their subscribers,applicable prospectus supplement or the wireline access network, allow network service providers to combine voice, data, video, entertainment and management services over their existing copper wire infrastructure while supporting migration to fiber networks. Our products also enable network service providers to transition to more cost-competitive VoIP and packet-based services without compromising their current ATM and circuit-based revenue streams. In addition, our products allow network service providers to add rich new subscriber services more quickly than is possible with conventional solutions.

We are the first company dedicated solely to developing the full spectrum of next-generation wireline network solutions. Our flagship products are based upon our Single Line Multi Service,documents or SLMS, architecture. This new approach wasas specifically developed to address the unmet challenges of managing the complex transition from legacy service delivery to packet-based voice, data and video solutions. We have designed our products to interoperate with different types of wiring and equipment already deployed in service providers’ networks and in subscribers’ homes. Our products enable network service providers to elegantly migrate their existing networks to deliver voice, data, video and entertainment services to their customers.

Our strategy is to develop products through a combination of internal development and acquisitions of companies with applicable technology or market presence. This strategy has allowed us to rapidly advance our flagship products by incorporating key acquired technologies into our SLMS product architecture.

Zhone was originally incorporated under the laws of the State of Delaware in June 1999 and completed its merger with Tellium, Inc., or Tellium, in November 2003. Following the merger, the combined company was renamed Zhone and its stock began trading on the Nasdaq National Market under the symbol “ZHNE.” Our principal executive offices are located at 7001 Oakport Street, Oakland, California 94621. Our telephone number is (510) 777-7000, and our website address is www.zhone.com. The information on our website does not constitute part of this prospectus. Investors can access the periodic report filings we make with the SEC on our website or at www.sec.gov.

Recent Developments

On April 22, 2004, we entered into an Agreement and Plan of Merger with Sorrento Networks Corporation and our wholly-owned subsidiary, Selene Acquisition Corp., under which Selene will merge with and into Sorrento, with Sorrento surviving the merger as our wholly-owned subsidiary. Under the Agreement and Plan of Merger, we will issue 0.9 of a share of our common stock for each outstanding share of Sorrento common stock. In addition, we will assume each option, warrant, debenture and other security exercisable or convertible into Sorrento common stock, and those securities will become exercisable or convertible into our common stock, with appropriate adjustments to reflect the application of the exchange ratioindicated in the merger. On May 6, 2004, we filed a registration statement on Form S-4 relating to our proposed acquisitiondocument. Our business, financial condition, results of Sorrento. The merger, which is structured to qualify as a tax-free reorganization, is subject to the approval of the stockholders of both Zhoneoperations and Sorrento and other customary closing conditions. We currently expect to complete the merger in the summer of 2004.prospects may have changed since that date.

Sorrento is headquartered in San Diego, California, and makes optical networking equipment for carriers and enterprises worldwide. Sorrento’s products are designed to help improve transport efficiency and expand the addressable market of its customers’ fiber networks.

RISK FACTORS

Investing in our securities involves a high degree of risk. You should consider the following risk factors, as well as other information contained or incorporated by reference inread both this prospectus and any accompanying prospectus supplement before deciding to purchase any oftogether with the securities offered byadditional information described under the caption “Where You Can Find Additional Information” in this prospectus.

SUMMARY

This summary highlights selected information from this prospectus and any accompanying prospectus supplement. If anythe documents incorporated herein by reference and does not contain all of these risks occur, our business could suffer, the market price of our common stock could decline andinformation that you could lose all or part ofneed to consider in making your investment indecision. You should carefully read the entire prospectus, including the risk factors discussed under “Risk Factors” beginning on page 2 of this prospectus, the information incorporated herein by reference, including our securities.

Risk Related to Our Business and Financial Results

We have incurred significant losses to date and expect that we will continue to incur losses in the foreseeable future. If we fail to generate sufficient revenue to achieve or sustain positive cash flow from operations, our stock price could decline.

We have incurred significant losses to date and expect that we will continue to incur losses in the foreseeable future. We (not including Sorrento) had net losses applicable to holders of common stock of approximately $29.9 million for the fiscal year ended December 31, 2003. Sorrento had net losses applicable to holders of common stock of approximately $6.2 million for the fiscal year ended January 31, 2004. As of December 31, 2003, we (not including Sorrento) had an accumulated deficit of approximately $595.8 million. As of January 31, 2004, Sorrento had an accumulated deficit of approximately $193.8 million.

We have not had positive cash flow from operations since our inception, and we may not generate them in the future. We have had significant fixed expenses and expect that we will continue to incur significant manufacturing, research and development, sales and marketing, customer support, administrative and other expenses in connection with the ongoing development of our business. In addition, we may be required to spend more on research and development than originally budgeted to respond to industry trends. We may also incur significant new costs related to possible acquisitionsfinancial statements, and the integration of new technologies. Further, in light ofexhibits to the increased costs associated with compliance with the Sarbanes-Oxley Act of 2002, we are likely to incur increased expenses related to regulatory and legal compliance. We may not be able to adequately control costs and expenses or achieve or maintain adequate operating margins. As a result, our ability to achieve and sustain profitability will depend on our ability to generate and sustain substantially higher revenue while maintaining reasonable cost and expense levels. If we fail to generate sufficient revenue to achieve or sustain positive cash flow from operations, we will continue to incur substantial operating losses and our stock price could decline.

Our stock has been and will likely continue to be subject to substantial price and volume fluctuations due to a number of factors, many of which will be beyond our control, that may prevent our stockholders from selling our common stock at a profit.

The market price of our common stock has fluctuated substantially, and there can be no assurance that such volatility will not continue. Since the consummation of our merger with Tellium, Inc. on November 13, 2003, the trading price of our common stock has ranged from a high of $7.38 per share to a low of $3.07 per share. The securities markets have experienced significant price and volume fluctuations in the past and the market prices of the securities of telecommunications related companies have been especially volatile. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our common stock regardless of our actual operating performance.

The market price of our common stock may fluctuate significantly in response to a number of factors, including:

In addition sales of substantial amounts of our common stock in the public market in the future could reduce the prevailing market prices for our common stock. The registration statement of which this prospectus is a part coverspart. All references in this prospectus to “we,” “us,” “our,” “DZS,” the resale of up“Company” and similar designations refer to 6,424,393 shares of common stock that may be offered for sale byDZS Inc. and its consolidated subsidiaries, unless otherwise indicated or as the selling security holders. These sales, or the perception that these sales could occur, could adversely impact trading price of our common stock. Due to these factors, the price of our common stock may decline and investors may be unable to resell their shares of our common stock for a profit.context otherwise requires.

Your ability to influence key transactions, including changes of control, may be limited by significant insider ownership.

Upon completion of the merger with Sorrento our current directors, executive officers and principal stockholders and entities affiliated with them will own approximately 35% of the outstanding shares of our common stock, based on the number of shares outstanding for each of Zhone and Sorrento as of May 4, 2004 and after giving effect to the application of the exchange ratio in the merger with Sorrento. As a result, our directors, executive officers and principal stockholders and entities affiliated with them, if acting together, will be able to significantly influence all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. Circumstances may arise in which the interests of these stockholders could conflict with the interests of our other stockholders. These stockholders could delay or prevent a change of our control even if such a transaction would be beneficial to our other stockholders.

We have significant debt obligations, which may limit our financing options and could adversely affect our business, operating results and financial condition.

At December 31, 2003, Sorrento had $12.4 million principal amount of 7.5% senior convertible debentures due August 2, 2007 and other debt totaling $3.6 million, all of which we will assume upon the effective date of the merger with Sorrento. In addition, we had approximately $32.0 million of long-term debt at December 31, 2003. You should be aware that our level of debt could materially and adversely affect us in a number of ways, including:

We cannot assure you that we will generate sufficient cash flow or be able to borrow funds in amounts sufficient to enable us to service our debt or to meet our working capital and capital expenditures requirements. If

we are unable to generate sufficient cash flow from operations or to borrow sufficient funds to service our debt, due to borrowing base restrictions or otherwise, we may be required to sell assets, reduce capital expenditures, refinance all or a portion of existing debt or obtain additional financing. We cannot assure you that we will be able to sell assets, refinance our debt or borrow more money on terms acceptable to us, if at all.

We have been, and may continue to be adversely affected by recent unfavorable developments in the communications industry, world events and the economy in general.

Our customers and potential customers continue to experience a severe economic slowdown that has led to significant decreases in their revenues. For most of the last five years, the markets for our equipment have been influenced by the entry into the communications services business of a substantial number of new telecommunications companies. In the United States, this was due largely to changes in the regulatory environment, in particular those brought about by the Telecommunications Act of 1996. These new companies raised billions of dollars in capital, much of which they invested in new equipment, causing acceleration in the growth of the markets for telecommunications equipment. More recently, there has been a reversal of this trend, including the failure of a large number of the new entrants and a sharp contraction of the availability of capital to the industry. This industry trend has been compounded by the slowing not only of the U.S. economy, but the economies in virtually all of the countries in which we market our products. This, in turn, has caused a substantial reduction in demand for our equipment.

The continuing acts and threats of terrorism and the geo-political uncertainties in other continents are also having an adverse effect on the U.S. economy and could possibly induce or accelerate the advent of a more severe economic downturn. The U.S. government’s political, social and economic policies and policy changes as a result of these circumstances could have consequences that we cannot predict, including causing further weaknesses in the economy. The long-term impact of these events on our business is uncertain. Additionally, the amount of debt being held by our carrier customers, and the continued cuts to capital spending, puts the businesses of certain of our customers and potential customers in jeopardy. As a result, our operating results and financial condition could be materially and adversely affected.

Capital constraints in the telecommunications industry could restrict the ability of our customers to buy our products.

As a result of the economic slowdown affecting the telecommunications industry and the technology industry in general, our customers and potential customers have significantly reduced the rate of their capital expenditures, a trend that is expected to continue for the rest of 2004. The reduction of capital equipment acquisition budgets or the inability of our current and prospective customers to obtain capital could cause them to reduce or discontinue purchase of our products, and as a result we could experience reduced revenues or operating results. In addition, many of the current and prospective customers for our products are emerging companies with limited operating histories. These companies require substantial capital for the development, construction and expansion of their businesses. Neither equity nor debt financing may be available to these companies on favorable terms, if at all. To the extent that these companies are unable to obtain the financing they need, our ability to make future sales to these customers and realize revenue from any such sales could be harmed. In addition, to the extent we choose to provide financing to these prospective customers, we will be subject to additional financial risk, which could increase our expenses.

If demand for our products does not develop, then our results of operations and financial condition will be adversely affected.

Our future growth depends significantly on our ability to successfully develop, enhance and market our Single Line Multi Service (SLMS) and optical transport products to the network service provider market. Most network service providers have made substantial investments in their current infrastructure, and they may elect to remain with their current architectures or to adopt new architectures in limited stages or over extended periods of

time. A decision by a customer to purchase our products will involve a significant capital investment. We will need to convince these service providers of the benefits of our products for future upgrades or expansions. In addition, the success of our products will depend on factors outside of our control, including a resumption of increasing capital equipment purchases by network service providers, regulatory and legal developments and the addition of new, financially viable customers to the market. We do not know whether viable markets for our products will develop or be sustainable. If these markets do not develop or develop more slowly than we expect, our business, financial condition and results of operations will be seriously harmed.

Our future operating results are difficult to predict due to our limited operating history.

We began our business operations in September 1999 and Sorrento Networks, Inc., the primary telecommunications operating subsidiary of Sorrento, began its operations in February 2000. Although we expect our SLMS product line, which we developed internally, will account for a substantial portion of our revenue in the future, to date we have generated a significant portion of our revenue from sales of product lines that we acquired from other companies. Due to our limited operating history, we will have difficulty accurately forecasting our revenue, and will have limited historical financial data upon which to base our operating expense budgets. You should consider our business and prospects in light of the heightened risks and unexpected expenses and problems we may face as a company in a relatively early stage of development in the unpredictable telecommunications industry, which is in the midst of a prolonged downturn.

Any strategic acquisitions or investments by us could dilute our stockholders or result in the assumption of additional contingent liabilities, loss of sales and disruption of our business.

We expect that we will consider acquisitions of, or investments in, complementary companies, products or technologies to supplement our internal growth. Not including the proposed acquisition of Sorrento, we have acquired ten companies or product lines since our inception in 1999. We may encounter difficulties in identifying and acquiring suitable candidates on reasonable terms.

In the event of any future acquisitions, we could:

Any strategic acquisitions or investments that we make in the future will involve numerous risks, including the following:

We may not be able to successfully integrate the businesses, products, technologies or personnel that we might acquire in the future. We cannot assure you that any strategic investments we may make will meet our financial or other investment objectives. Any failure to do so could seriously harm our business, financial condition and results of operations.

Our success will depend on our executive officers and key employees, and the loss of the services of one or more of them could harm our business.

Our future success will depend on the continued services of our executive officers and other key engineering, manufacturing, operations, sales, marketing and support personnel who have critical industry experience and relationships on which we will rely to build our business, especially Morteza Ejabat, Jeanette Symons, Kirk Misaka, and other key engineering, sales, marketing and support personnel who have critical industry experience and relationships on which we will rely to implement our business plan. The loss of the services of any of our key employees could delay the development and production of our products and negatively impact our ability to maintain customer relationships, which would harm our business, financial condition and results of operations.

Because of the long and variable sales cycles our products, our revenue and operating results may vary significantly from quarter to quarter.

The target customers for our products have substantial and complex networks that they traditionally expand in large increments on a periodic basis. Accordingly, our sales efforts will be focused on prospective customers that may purchase our products as part of large-scale network deployments. Our target customers may require a lengthy evaluation, testing and product qualification process. Throughout this process, we may spend considerable time and incur significant expense educating and providing information to prospective customers about the uses and features of our products. Even after a company makes the final decision to purchase our products, it may deploy the products slowly. The timing of deployment of our products may vary widely, and will depend on a number of factors, including:

As a result of any of these factors, we may receive purchase orders for significant dollar amounts on an irregular and unpredictable basis, which may cause our revenue and operating results to vary significantly and unexpectedly from quarter to quarter.

The markets that we serve are highly competitive and, as an early stage company, we may not be able to compete successfully.

Competition in the communications equipment market is intense. We are aware of many companies in related markets that address particular aspects of the features and functions that our products will provide. Currently, our primary competitors include larger equipment companies, such as Advanced Fibre Communications, Alcatel and Lucent Technologies. Sorrento’s primary competitors include ADVA AG Optical Networking, CIENA Corporation, Cisco Systems, Fujitsu, Lucent Technologies and Nortel Networks. We may also face competition from other large communications equipment companies or other companies with significant market presence and financial resources that may enter our markets in the future. In addition, a number of new public and private companies have announced plans for new products to address the same network needs that our products will address, both domestically and abroad. Some of these companies may have lower cost structures than us.

Many of our competitors have longer operating histories, greater name recognition, larger customer bases and greater financial, technical, sales and marketing resources than we do. These competitors may be able to undertake more extensive marketing efforts, adopt more aggressive pricing policies and provide more customer financing than we can. Moreover, our competitors may foresee the course of market developments more accurately than we will and could develop new technologies that render our products less valuable or obsolete.

In our markets, competitive factors include:

If we are unable to compete successfully against our competitors, we may have difficulty obtaining customers, and we could experience price reductions, order cancellations, increased expenses and reduced gross margins, any of which would harm our business, financial condition and results of operations.

Our target customer base is concentrated, and the loss of one or more of our customers could harm our business.

The target customers for our products are network service providers that operate voice, data and video communications networks. Sorrento’s customer base is comprised primarily of major cable operators. There are a limited number of potential customers in our target markets. We (not including Sorrento) realized 28% of our revenue from two customers in our fiscal year ended December 31, 2003, and Sorrento realized 48% of its net sales from five customers in its fiscal year ended January 31, 2004. A significant portion of our future revenue will depend on sales of our products to a limited number of customers. Any failure of one or more customers to purchase products from us for any reason, including any downturn in their businesses, would seriously harm our business, financial condition and results of operations.

We expect the average selling prices of our products to decline, which may reduce revenue and gross margins.

The industry in which we do business has experienced a rapid erosion of average product selling prices. Consistent with this general trend, we anticipate that the average selling prices of our products will decline in response to a number of factors, including:

If we are unable to achieve sufficient cost reductions and increases in sales volumes, this decline in average selling prices of our products will reduce our revenue and gross margins.

Pending lawsuits against us could distract our management and could result in substantial costs or large judgments against us.

Business Overview

We are a party to various lawsuitsglobal provider of packet-based mobile transport, broadband access, network orchestration and claimscloud-native automation solutions deployed by advanced Tier I, national and regional service providers and enterprise customers.  Our solutions are deployed worldwide. Our intelligent-edge solutions are focused on creating significant value for our customers by delivering innovative solutions that empower global communication advancement by shaping the internet connection experience.  

-1-

We research, develop, test, sell, manufacture and support platforms in the normal courseareas of mobile transport and fixed broadband access. We have extensive regional development and support centers around the world to support our business. In addition, wecustomer needs.

Website and Corporate Information

Our investor website address is http://investor.dzsi.com.  The information on, or accessible through, our website is not part of, and is not incorporated into, this prospectus and should not be considered part of this prospectus.

DZS Inc. (formerly known as DASAN Zhone Solutions, Inc.) was incorporated under the laws of the state of Delaware in June 1999.  Our principal executive offices are currently involved in several litigation matters that we inherited as a result of our acquisition of Tellium, Inc. These suits and any future litigation could result in substantial costs and the diversion of management’s attention and resources away from the operation of our business in order to respond to the litigation. There can be no assurance that actions that have been brought against us or that may be brought against us will be resolvedlocated at 5700 Tennyson Parkway, Suite 400, Plano, Texas 75024.

RISK FACTORS

Investment in our favor. Regardless of whether they are resolvedcommon stock involves risks. Prior to making a decision about investing in our favor, these lawsuitscommon stock, you should consider carefully all of the information included and incorporated by reference or deemed to be incorporated by reference in this prospectus or the applicable prospectus supplement, including the risk factors incorporated by reference herein from our most recent Annual Report on Form 10-K, as updated by our subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and documents we file with the Securities and Exchange Commission, or the SEC, after the date of this prospectus and that are and any future lawsuits to which we may become a partyincorporated by reference herein or in the future will likely be, expensive and time consuming to defend or resolve. Any losses resulting from these claims could adversely affect our profitability and cash flow.

The communications industry is subject to governmental regulations that could negatively affect our growth and reduce our revenue.

The Federal Communications Commission, or FCC, has jurisdiction over the communications industry in the United States and, as a result, our products and our customers’ products are subject to FCC rules and regulations. Current and future FCC rules and regulations affecting communications services or customers’ businesses or products could negatively affect our business. The uncertainty associated with future FCC decisions may result in network service providers delaying decisions regarding expenditures for equipment for broadband services. In addition, international regulatory standards will govern our products in foreign markets. Domestic and international regulatory requirements could result in postponements or cancellations of product orders, which would harm our business, financial condition and results of operations. Further, we cannot be certain that we will be successful in obtaining or maintaining any regulatory approvals that may, in the future, be required to operate our business.

We do not anticipate paying dividends in the foreseeable future.

We have never paid any dividends to our stockholders, and we do not anticipate paying a cash dividend to our stockholders in the foreseeable future. We expect to retain our earnings, if any, for the future operation and expansion of our business. Accordingly, you will have to rely on sales of your common stock after price appreciation, which may never occur, as the only way to realize a return on your investment.

Risks Related to Our Products

Because our products are complex and will be deployed in complex environments, our products may have defects that are discovered only after full deployment, which could result in us losing customers and revenue.

Our products are complex and are designed to be deployed in large quantities and across complex networks. Because of the natureapplicable prospectus supplement. Each of these products, they can only be fully tested when completely deployed in large

networks with high amounts of traffic. Customers may discover errors or defects in our hardware or software, or our products may not operate as expected, after they have been fully deployed. If we are unable to fix defects or other problems that may be identified after full deployment, we could experience:

Defects, integration issues or other performance problems in our products could also result in financial or other damages to our customers. Customers could seek damages for related losses from us, which could seriously harm our business, financial condition and results of operations. A product liability claim brought against us, even if unsuccessful, would likely be time consuming and costly and would put a strain on our management and resources. The occurrence of any of these problems would seriously harm our business, financial condition and results of operations.

If we fail to enhance our existing products or develop and introduce new products that meet changing customer requirements and technological advances, our ability to sell our products would be materially and adversely affected.

Our target markets are characterized by rapid technological advances, evolving industry standards, changes in end-user requirements, frequent new product introductions and changes in communications offerings from network service providers. Our future success will significantly depend on our ability to anticipate or adapt to such changes and to offer, on a timely and cost-effective basis, products that meet changing customer demands and industry standards. We may not have sufficient resources to successfully and accurately anticipate technological and market trends, manage long development cycles or develop, introduce and market new products and enhancements. We cannot assure you that our existing and future third-party licenses will be available on commercially reasonable terms, if at all. Our inability to maintain or obtain any third-party license required to sell or develop our products and product enhancements could require us to obtain substitute technology of lower quality or performance standards or at greater cost. If we are not able to develop new products or enhancements to existing products on a timely and cost-effective basis, or if the new products or enhancements fail to achieve market acceptance, our business, financial condition and results of operations would be materially adversely affected.

If our products do not meet industry standards that may emerge, or if some industry standards are not ultimately adopted, we will not gain market acceptance and our revenue will not grow.

Our success depends, in part, on both the adoption of industry standards for new technologies in our target markets and product compliance with these industry standards. The absence of industry standards may cause potential customers to delay purchases of new equipment until standards are adopted and prevent market acceptance of our products. In addition, in developing our products, we have made, and will continue to make, assumptions about the industry standards that may be adopted by our competitors and existing and potential customers. If industry standards are adopted that are different from those that we have chosen to support, customers may not select and purchase our products, and our sales and revenue will be significantly reduced.

Our ability to compete could be jeopardized and our business plan seriously compromised if we are unable to protect our intellectual property.

We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. We also enter into confidentiality or license agreements with our employees, consultants, corporate partners and customers, and control access to, and distribution of, our software, documentation and other proprietary information. Despite efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology. Monitoring unauthorized use of technology is difficult, and we cannot assure you that the steps we have taken will prevent unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States.

In the future we may become involved in disputes over intellectual property, which could subject us to significant liability, divert the time and attention of our management and prevent us from selling our products.

We or our customers may become a party to litigation in the future to protect our intellectual property or to respond to allegations that we infringe another party’s intellectual property. In the future, we may receive communications from third parties inquiring about our interest in licensing certain of the third party’s intellectual property or more generally identifying intellectual property that may be the basis of a future infringement claim. We have received letters from Lucent Technologies stating that many of our products are using technology covered by or related to Lucent patents and inviting us to discuss a licensing arrangement with Lucent. To date, no lawsuit or other formal action has been filed by Lucent. However, we cannot assure you that we would be successful in defending against any Lucent infringement claims. To the extent we are not successful in defending such claims, we may be subject to substantial damages (including possible treble damages and attorneys’ fees).

If a party accuses us of infringing upon its proprietary rights, we would have to defend ourselves and possibly our customers against the alleged infringement. We cannot assure you that we would prevail in any intellectual property litigation, given its complex technical issues and inherent uncertainties. If we are unsuccessful in any such litigation, we could be subject to significant liability for damages and loss of our proprietary rights. Intellectual property litigation, regardless of its outcome, would likely be time consuming and expensive to resolve. Any such litigation could force us to stop selling, incorporating or using our products that include the challenged intellectual property, or redesign those products that use the technology. In addition, if a party accuses us of infringing upon its proprietary rights, we may have to enter into royalty or licensing agreements, which may not be available on terms acceptable to us, if at all. Any of these resultsrisk factors could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to the Expansion of Our Business

Our business will suffer if we fail to properly manage our growth and continually improve our internal controls and systems.

We expect to increase the scope of our business and operations over time. Our ability to successfully offer our products and implement our business plan in a rapidly evolving market requires an effective planning and management process. To manage growth properly, we must:

Failure to do any of the above in an efficient and timely manner could seriously harm our business, financial condition and results of operations.

We may not achieve the benefits we expect from the merger with Sorrento, which may have a material adverse effect on our business, financial condition and results of operations, and couldfinancial position or cash flows, which may result in the loss of key personnel.all or part of your investment.

In order to realize any benefits or synergies anticipated from the consummation of the merger with Sorrento, we will need to overcome significant challenges, including timely, efficient and successful execution of a number of post-merger strategies, which include:

The execution of these post-merger strategies will involve considerable risks and may not be successful. These risks include:

Our failure to overcome these risks or any other problems encountered in connection with the merger could slow our growth or lower the quality of our services, which could reduce customer demand and have a negative impact upon the price of our common stock.

The costs of completing the merger with Sorrento are substantial and will affect our results of operations.

We anticipate incurring transaction costs, including severance, of at least $2 million in connection with the merger with Sorrento. These, primarily, are costs associated with combining the businesses of the two companies and the fees of financial advisors, attorneys, consultants and accountants. Unanticipated events could increase the costs of

combining the two companies. If the benefits of the merger do not exceed the associated costs, including transaction and severance costs, costs associated with integrating the two companies and dilution of our stockholders resulting from the issuance of shares in connection with the merger, our financial results, including earnings per share, could be materially harmed. There can be no assurance that we will not incur additional material charges in subsequent quarters to reflect additional costs associated with the merger and the integration of the two companies.

Significant merger-related charges against earnings resulting from the application of the purchase method of accounting will reduce our earnings and may adversely affect the market value of our common stock following the merger with Sorrento.

In accordance with United States generally accepted accounting principles, we will account for the merger with Sorrento using the purchase method of accounting, which will require purchase accounting adjustments that could have a material adverse effect on the market value of our common stock following completion of the merger. Under the purchase method of accounting, we will allocate the total estimated purchase price to Sorrento’s net tangible assets and amortizable intangible assets based on their fair values as of the date of completion of the merger, and record the excess of the purchase price over those fair values as goodwill. We will incur amortization expense over the useful lives of amortizable intangible assets acquired in connection with the merger. In addition, to the extent the value of goodwill becomes impaired, we may be required to incur material charges relating to the impairment of that asset. These amortization and potential impairment charges could have a material impact on our results of operations.

If we do not successfully integrate with Sorrento or the benefits of the merger with Sorrento do not meet the expectations of investors or financial or industry analysts, the market price of our common stock may decline.

The market price of our common stock may decline as a result of the merger with Sorrento for a variety of reasons, including, among others, the following:

If we are unable to expand our sales, marketing and distribution channels, we may be unable to increase market awareness and sales of our products, which may prevent us from increasing our sales and achieving and maintaining profitability.

Our products require a sophisticated sales and marketing effort targeted towards a limited number of key individuals within our current and prospective customers’ organizations. These customers may have long-standing vendor relationships that may inhibit our ability to generate business. We currently use direct sales forces and we expect to develop a distribution channel as required in different regions, using both direct and indirect sales. We believe that our success will depend on our ability to establish successful relationships with various distribution partners as required by customer or region. Customer partnerships may be with vendors that are also competitors and as such we are at greater risk of failing to establish these potential customer-driven partnerships. If we are unable to expand our sales, marketing and distribution operations, we may not be able to effectively market and sell our products, which may prevent us from increasing our sales and achieving and maintaining profitability.

If we are unable to deliver the high level of customer service and support demanded by customers, we may be unable to increase our sales or may lose customers and our operating results will suffer.

Our products are complex, and customers demand that a high level of customer service and support be available at all hours. Customer service and support functions are provided by a small internal customer service

and support organization. We may need to increase our staff to support new and existing customers. The reduction of on-site and regional support personnel may negatively impact our ability to properly service customer activities in a timely manner and may also negatively impact customer satisfaction.

If we are unable to manage these functions internally and satisfy our customers with a high level of service and support, any resulting customer dissatisfaction could impair our ability to retain customers and make future sales. We may consider using third parties to provide certain customer support services. We may be unable to manage effectively those third parties who may provide support services, and the third parties may not provide adequate levels of customer support. If we are unable to expand our customer service and support organization (internally or externally) and rapidly train these personnel, we may not be able to increase our sales, which could cause our business, financial condition and results of operations to be materially and adversely affected.

If we are unable to successfully develop, manage and expand our international operations, our business could be harmed.

We currently have international operations consisting of sales, technical support and marketing teams in various locations worldwide. We expect that we will continue expanding our international operations in the future. The successful management and expansion of our international operations, including the development of sales and support channels, will require significant human and financial resources. Further, our international operations may be subject to certain risks and challenges that could harm our operating results, many of which will be beyond our control, including:

Any of these factors could harm our existing international operations and business or impair our ability to continue expanding into international markets.

If we are unable to obtain additional capital to fund our existing and future operations, we may be required to reduce the scope of our planned product development and marketing and sales efforts, which would harm our business, financial condition and results of operations.

The development and marketing of new products and the expansion of our direct sales operation and associated support personnel require a significant commitment of resources. We may incur significant operating losses or expend significant amounts of capital if:

As a result, we may need to raise substantial additional capital. Additional capital, if required, may not be available on acceptable terms, or at all. If additional capital is raised through the issuance of debt securities, the terms of such debt could impose financial or other restrictions on our operations. If we are unable to obtain additional capital or are required to obtain additional capital on terms that are not favorable to us, we may be required to reduce the scope of our planned product development and sales and marketing efforts, which would harm our business, financial condition and results of operations.

If we fail to attract and retain qualified personnel, our business might be harmed.

Our future success will depend in large part upon our ability to identify, attract and retain qualified individuals, particularly research and development and customer service engineers and sales and marketing personnel. Our products are generally of a highly technical nature, and therefore require a sophisticated sales effort targeted at several key people within each prospective customer’s organization. Our target customers will include large network service providers that require high levels of service and support from customer service engineers and sales and marketing personnel. Competition for these employees in the communications industry and in the San Francisco Bay Area in particular, as well as other areas in which we will recruit, may be intense and we may not be successful in attracting or retaining these personnel. If we are not able to hire the kind and number of sales and marketing personnel and customer service engineers required by our product offerings and customers, we may not reach the level of sales necessary to achieve profitability or may be impaired from meeting existing customer demands, either of which could materially harm our business.

Risks Related to Our Product Manufacturing

We will rely on contract manufacturers for a significant portion of our manufacturing requirements.

Through the third quarter of 2003, we utilized Solectron for the majority of our manufacturing requirements for all product lines. During the fourth quarter of 2003, we transitioned the manufacturing of certain product lines to another contract manufacturer, and for another product line, transitioned the manufacturing process internally. We continue to use Solectron to manufacture certain product lines under the terms of an agreement that expired in March 2004. While we have become somewhat less dependent on Solectron for our manufacturing requirements, we expect to continue to rely on contract manufacturers to fulfill a significant portion of our product manufacturing requirements.

Any future manufacturing disruption could impair our ability to fulfill orders. Our future success will depend, in significant part, on our ability to have contract manufacturers produce our products cost-effectively and in sufficient volumes. We face a number of risks associated with our dependence on third-party manufacturers, including:

We currently do not have any long-term contracts or arrangements with any of our vendors that guarantee product availability, the continuation of particular payment terms or the extension of credit limits. We have experienced in the past, and we may experience in the future, problems with our contract manufacturers, such as inferior quality, insufficient quantities and late delivery of product. To date, these problems have not materially

adversely affected us. We may not be able to obtain additional volume purchase or manufacturing arrangements on terms that we consider acceptable, if at all. If we enter into a high-volume or long-term supply arrangement and subsequently decide that we cannot use the products or services provided for in the agreement, our business will be harmed. We cannot assure you that we will be able to effectively manage our relationship with our contract manufacturers, or that these manufacturers will meet our future requirements for timely delivery of products of sufficient quality or quantity. Any of these difficulties could harm our relationships with customers and cause us to lose orders.

Although our existing contract with Solectron expired in March 2004, we continue to use Solectron to manufacture products under the terms of the expired agreement. If we are unable to continue to use Solectron for these manufacturing requirements, then we may be required to manufacture the products produced under this agreement internally or find another outside contract manufacturer. If we fail to successfully transition manufacturing operations in-house or fail to locate and qualify suitable manufacturing candidates capable of satisfying our product specifications or quantity requirements, then we may experience product shortages and, as a result, be unable to fulfill customer orders accurately and timely, which could negatively affect our customer relationships and operating results. Further, new third-party manufacturers may encounter difficulties in the manufacture of our products resulting in product delivery delays.

We may depend on sole or limited source suppliers for several key components. If we are unable to obtain these components on a timely basis, we will be unable to meet our customers’ product delivery requirements, which would harm our business.

We currently purchase, and may continue to purchase, several key components from single or limited sources pursuant to limited term supply contracts. If any of our sole or limited source suppliers experiences capacity constraints, work stoppages or any other reduction or disruption in output, it may be unable to meet our delivery schedule. Our suppliers may enter into exclusive arrangements with our competitors, be acquired by our competitors, stop selling their products or components to us at commercially reasonable prices, refuse to sell their products or components to us at any price or be unable to obtain or have difficulty obtaining components for our products from their suppliers.

In these events, we could be forced to commence a time consuming and difficult process of identifying and qualifying an alternative supplier of the key components. There is no guarantee that such a search would be successful. If we do not receive critical components from our suppliers in a timely manner, we will be unable to meet our customers’ product delivery requirements. Any failure to meet a customer’s delivery requirements could harm our reputation and decrease our sales, which would harm our business, financial condition and results of operations.

DISCLOSURESPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This prospectus, any prospectus supplement and the documents incorporated herein and therein by reference herein contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 19951995. These statements are based on our management’s current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us. Discussions containing these forward-looking statements may be found, among other places, in the Sections entitled “Business Overview,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent Annual Report on Form 10-K and in our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC. This prospectus, any prospectus supplement and the documents incorporated by reference herein and therein also contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and other statistical data. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets and economies in which we operate are necessarily subject to a high degree of uncertainty and risk.

All statements, other than statements of historical fact, included or otherwise. Theseincorporated herein by reference regarding our strategy, future operations, financial position, future revenues, earnings, projected costs, plans, prospects and objectives are forward-looking statements.  We use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words, the negative of such words, and similar expressions to identify forward-looking statements. In addition, statements that refer to projections of earnings, revenue, costs or other financial items in future periods; our ability to satisfy our short- and long-term cash requirements; anticipated growth and trends in our business, industry or key markets; future growth and revenues from our products; our plans and our ability to refinance or repay our existing indebtedness prior to the applicable maturity dates; our ability to access other capital to fund our future operations; future economic conditions and performance; the impact of the global outbreak of COVID-19; the impact of interest rate and foreign currency fluctuations; anticipated performance of products or services; competition; plans, objectives and strategies for future operations, including our pursuit or strategic acquisitions and our continued investment in research and development; other characterizations of future

-2-

events or circumstances; and all other statements that are not statements of historical fact, are forward-looking statements within the meaning of the Securities Act and the Exchange Act. Although we believe that the assumptions underlying the forward-looking statements are subject to certain risksreasonable, we can give no assurance that our expectations will be attained. Factors which could have a material adverse effect on our operations and uncertainties thatfuture prospects or which could cause actual results to differ materially from those reflected in these forward-looking statements. We use words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “should”, “will”, “would” and similar expressions to identify forward-looking statements. Factors that might cause such a differenceour expectations include, but are not limited to:

Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements to reflect events or developments occurring after the date of this prospectus supplement, even if new information becomes available in the future.

USE OF PROCEEDS

Except as described in any applicable prospectus supplement and in any free writing prospectuses in connection with a specific offering, we currently intend to use the net proceeds from the sale of the securities offered hereby for general corporate purposes, including research and development, license or technology acquisitions, the development of our products, sales and marketing initiatives, expansion of our U.S. and global commercial organizations, and general administrative expenses, working capital and capital expenditures. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. As a result, unless otherwise indicated in any prospectus supplement, our management will have broad discretion to allocate the net proceeds of the offerings. Pending these ultimate uses, we intend to invest the net proceeds in investment-grade, interest-bearing securities.

-3-

All of the shares of common stock offered by the selling stockholder pursuant to this prospectus will be sold by the selling stockholder for its own accounts. We will not receive any of the proceeds from any salessale of common stock by the selling security holders of their shares of common stock under this prospectus.stockholder.

SELLING SECURITY HOLDERS

We are registering a total of 6,424,393 shares of our common stock under this prospectus. On April 22, 2004, we entered into an Agreement and Plan of Merger with Sorrento and our wholly-owned subsidiary, Selene, under which Selene will merge with and into Sorrento, with Sorrento surviving the merger as our wholly-owned subsidiary. Under the Agreement and Plan of Merger, upon consummation of the merger, we will assume Sorrento’s outstanding warrants and debentures, and those securities will be exercisable or convertible into shares of our common stock, with appropriate adjustments to reflect the application of the exchange ratio in the merger. In addition, we agreed to prepare and file with the SEC a registration statement, of which this prospectus is a part, to register our common stock to be issued upon the exercise or conversion of the warrants and debentures. We are obligated to register for resale an aggregate of 5,392,269 shares of our common stock underlying those securities. In addition, we have agreed to register for resale an aggregate of 1,032,124 shares issued in connection with our acquisition of Gluon Networks, Inc. (Gluon) in February 2004, and other shares issued to certain other security holders of ours.

STOCKHOLDER

The following table sets forth information regarding beneficial ownership of our common stock as of February 3, 2022, as adjusted to reflect the securities that may be sold from time to time pursuant to this prospectus, by DASAN Networks, Inc. (“DNI” or the “selling stockholder”). The shares of common stock offered hereunder include 10,093,015 shares of common stock held by DNI.

DNI acquired 9,493,015 shares of our common stock on September 9, 2016, as part of the merger transaction (the “Merger”) in which we acquired DASAN Network Solutions, Inc., a California corporation (“DNS”). At the effective date of the Merger, all issued and outstanding shares of capital stock of DNS held by DNI (which was its sole shareholder) were canceled and converted into the right to receive shares of our common stock equal to 57.3% of our issued and outstanding common stock immediately following the Merger. DNI acquired 600,000 shares of our common stock on January 29, 2021 as part of our underwritten public offering of common stock.

In connection with respectthe Merger, we entered into a Registration Rights Agreement with DNI, which among other things provides that DNI has the right to require us to register under a shelf registration statement, all of the shares beneficially owned by the selling security holders. Other than as described in the footnotes to the table below, none of the selling security holders has held a position or office or had a material relationship with us or any of our predecessors or affiliates within the past three years other thancommon stock DNI obtained as a result of the merger. DNI has requested that all of their shares be registered.

We have determined beneficial ownership in accordance with the rules of our or our predecessors’ or affiliates’ securities.

Beneficial Owner(1)		Shares of Common Stock Owned Prior to the Offering		Shares of Common Stock Offered		Shares of Common Stock To Be Owned After Completion of the Offering(2)		Percentage of Common Stock to Be Owned After Completion of the Offering(2)(3)
Five Points Fund, LP		240,908		80,303		160,605		*
Five Points Fund II, L. P.		253,463		84,488		168,975		*
Five Points Offshore Fund, Ltd.		180,630		60,210		120,420		*
Heimdall Investments Ltd.		846,987		282,329		564,658		*
STG Capital Fund, Ltd.		225,450		75,150		150,300		*
STG Capital Partners (QP), LP		112,050		37,350		74,700		*
Colonial Fund, LLC		337,500		112,500		225,000		*
CDIB Capital Investment America Ltd.		137,354		45,785		91,569		*
Geduld Capital Partners LP		101,250		33,750		67,500		*
ZLP Master Opportunity Fund, Ltd.		946,980		406,980		540,000		*
MicroCapital Fund LP		215,908		71,969		143,939		*
MicroCapital Fund Ltd.		124,999		41,666		83,333		*
Bonanza Master Fund, Ltd.		270,000		90,000		180,000		*
Proximity Fund LP		135,000		45,000		90,000		*
Proximity Partners LP		135,000		45,000		90,000		*
Bristol Investment Fund, Ltd.		227,273		75,758		151,515		*
Gryphon Master Fund, L. P.		309,461		157,946		151,515		*
Bluegrass Growth Fund LP		211,748		70,582		141,166		*
Lakefront Partners, LLC		40,500		13,500		27,000		*
Roth Capital Partners, LLC (4)		455,545		455,545		0		*
Aman Ventures, L.L.C		236,042		1,042		235,000		*
China Development Industrial Bank Inc.		8,860		8,860		0		*
DVA Investment (BVI) Limited)		245		245		0		*
Menlo Entrepreneurs Fund VIII, L.P.		1,328		1,328		0		*
Menlo Ventures VIII, L.P.		29,499		29,499		0		*
MMEF VIII, L.P.		443		443		0		*
MC Silicon Valley, Inc.		2,889		2,889		0		*
Mitsubishi International Corp.		1,428		1,428		0		*
Mitsui & Co. (U.S.A.), Inc.		10,423		10,423		0		*
Mobius Technology Ventures Advisors Fund VI L.P.		1,509		1,509		0		*
Mobius Technology Ventures Side Fund VI L.P.		1,584		1,584		0		*
Mobius Technology Ventures VI L.P.		38,741		38,741		0		*
Softbank U.S. Ventures Fund VI L.P.		41,551		41,551		0		*
New Enterprise Associates VIII, L.P.(5)		13,425		13,425		0		*
New Enterprise Associates 8A, L.P.(5)		26,850		26,850		0		*
Siemens Venture Capital GmbH		20,847		20,847		0		*
Thomas Alexander		10,423		10,423		0		*
TWP LuxN Investors II		115		115		0		*
U.S. Venture Partners VI, L.P.		220,587		83,386		137,201		*
W. R. Hambrecht/LuxN 3., LLC		650		650		0		*
Wheatley Associates III, L.P.		2,319		2,319		0		*
Wheatley Foreign Partners III, L.P.		2,382		2,382		0		*
Wheatley Partners III, L.P.		10,933		10,933		0		*
William Street Associates VII, LLC		5,925		5,925		0		*
WS Investment Company, LLC (2002A)		91		91		0		*
Deutsche Bank AG, London Branch		205,470		205,470		0		*
Jeffrey Thorp IRA, Bear Stearns Custodian		82,188		82,188		0		*
Riverview Group, LLC		54,792		54,792		0		*
Elliott Associates L.P		27,396		27,396		0		*
Langley Partners, L.P		82,188		82,188		0		*
Belmarken Holding BV		1,884,941		443,390		1,441,551		1.8	%

Beneficial Owner(1)		Shares of Common Stock Owned Prior to the Offering		Shares of Common Stock Offered		Shares of Common Stock To Be Owned After Completion of the Offering(2)		Percentage of Common Stock to Be Owned After Completion of the Offering(2)(3)
Telcom—SNI Investors, L.L.C.		35,866		35,866		0		*
James B. Fleming, Jr.		12,228		12,228		0		*
Hamid Akhavan		3,668		3,668		0		*
Sorrento Holdings, L.L.C		158,970		158,970		0		*
Neeti Tandon/Ajay Gupta		1,223		1,223		0		*
Rahul Prakash		3,668		3,668		0		*
Universal Telecommunications, Inc.		24,457		24,457		0		*
Anthony Sabatino		1,223		1,223		0		*
Mark Schneider		4,666		4,666		0		*
Farranfore Limited		4,666		4,666		0		*
Rajendra Singh		83,669		83,669		0		*
Neera Singh		83,669		83,669		0		*
HRS Independent Trust		68,189		68,189		0		*
SRS Independent Trust		68,189		68,189		0		*
Inrange Technologies Corporation		73,371		73,371		0		*
D.F. Fisher		68,879		6,115		62,764		*
David Chapman		6,115		6,115		0		*
Andersen Weinroth & Co., L.P.		84,634		84,634		0		*
ASM Investments, L.L.C		31,794		31,794		0		*
Fisher Capital Partners		12,228		12,228		0		*
Six Rivers Group, Ltd		11,005		11,005		0		*
Summit Capital Management		12,228		12,228		0		*
Virgo Cap, Inc		12,228		12,228		0		*
Renn Zaphiropoulos		6,115		6,115		0		*
Michael S. Kagnoff		2,446		2,446		0		*
GMS Holdings Corp.		4,892		4,892		0		*	��
Shala Powell		1,834		1,834		0		*
Mart Investment Holdings		13,451		13,451		0		*
Shareholders of Record on May 28, 2003(6)		531,599		531,599		0		*
Former Gluon Stockholders(7)
Venture Lending & Leasing III, LLC		246,973		246,973		0		*
US Venture Partners VIII, L.P.		149,187		149,187		0		*
Vanguard VII, L.P.		133,416		133,416		0		*
New Enterprise Associates 10, L.P.(5)		913,146		143,146		770,000		1.0	%
Silicon Valley Bank		92,448		70,598		21,850		*
ONST IV, L.P.		68,338		68,338		0		*
New Enterprise Associates 9, L.P.(5)		3,412,318		52,410		3,359,908		4.3	%
Pentech Financial		42,170		42,170		0		*
Fred Fromm		27,428		27,428		0		*
Aztek Engineering		27,166		27,166		0		*
Jeanne Thomas		13,121		13,121		0		*
Vanguard VII-A, L.P.		12,669		12,669		0		*
Pillsbury Winthrop		10,499		10,499		0		*
CoSystems, Inc.		9,998		9,998		0		*
Gary Testa		7,656		7,656		0		*
Chuck Harris		7,437		7,437		0		*
Tam Dam		6,124		6,124		0		*
Vanguard VII Accredited Affiliates Fund, L.P.		4,363		4,363		0		*
JoAnne H. Miller		3,407		3,407		0		*
Vanguard VII Qualified Affiliates Fund, L.P.		1,998		1,998		0		*
Shirish Patel		1,750		1,750		0		*
USVP Entrepreneur Partners VIII-A L.P.		1,419		1,419		0		*

Beneficial Owner(1)		Shares of Common Stock Owned Prior to the Offering		Shares of Common Stock Offered		Shares of Common Stock To Be Owned After Completion of the Offering(2)		Percentage of Common Stock to Be Owned After Completion of the Offering(2)(3)
USVP VIII Affiliates Fund, L.P.		1,104		1,104		0		*
USVP Entrepreneur Partners VIII-B L.P.		736		736		0		*
Other Selling Security Holders
Steven De George		4,687		4,687		0		*
John & Karen Egan		4,687		4,687		0		*
Bernard & Mary McKay		4,500		4,500		0		*
Donald & Diane Plant		4,500		4,500		0		*
John & Shelly Pittman		1,250		1,250		0		*
Richard & Maria Schenk		625		625		0		*
James Dee		1,250		1,250		0		*
Massoud & Shohreh Amini		625		625		0		*
Make a Wish Foundation		10,000		10,000		0		*