Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 1, 2026
Vistance Networks, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-36146
27-4332098
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2601 Telecom Parkway
Richardson, Texas
75082
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (972)952-9700
Not Applicable
(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 (see General Instructions A.2. below):
☐
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(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
VISN
The NASDAQ Stock Market
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 2.01. Completion of Acquisition or Disposition of Assets.
As set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2026 (the “Original Form 8-K”), Vistance Networks, Inc., a Delaware corporation (the “Company” or “Vistance”) completed the previously announced sale of its RUCKUS reporting segment (the “Business”) to Belden, Inc., a Delaware corporation (“Belden”) on July 1, 2026, pursuant to the Purchase Agreement (the “Purchase Agreement”), dated as of April 29, 2026, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2026. This Amendment No.1 on Form 8-K/A amends the Original Form 8-K to include Item 9.01 as set forth herein.
Item 9.01. Financial Statements and Exhibits.
(b)
Unaudited Pro Forma Condensed Consolidated Financial Information
The following unaudited pro forma condensed consolidated financial statements of Vistance reflecting the disposition of the Business pursuant to the Purchase Agreement, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference:
•
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026;
•
Unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and the years ended December 31, 2025, 2024 and 2023; and
•
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
(d) Exhibits
The following exhibits are hereby filed as part of this Current Report on Form 8-K.
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.