Filed pursuant to Rule 433

Registration Statement No. 333-199474

Issuer Free Writing Prospectus

Dated December 11, 2014

Amendment to Loan and Security Agreement

On December 10, 2014, Ikanos Communications, Inc. (the “Company”) entered into Amendment No. 1 (the “Loan Amendment”) to that certain Loan and Security Agreement, dated September 29, 2014 (the “Loan Agreement”), by and between the Company and Alcatel-Lucent USA, Inc. The Loan Amendment removed (i) the automatic reduction, on a dollar-for-dollar basis, for each dollar of gross proceeds received by the Company in the Company’s proposed rights offering in excess of $15.0 million, excluding any investment by the group of investors affiliated with Tallwood Venture Capital (collectively, the “Tallwood Group”) and (ii) the automatic termination of the loan commitment if the Company receives gross proceeds from the proposed rights offering in an amount equal to or greater than $25.0 million, excluding any investment by the Tallwood Group. In connection with the Loan Amendment, the Company agreed to increase the number of shares subject to warrants issued to Alcatel-Lucent Participations, S.A., to accelerate the exercisability of some of the Warrant Shares (as defined below), and to provide registration rights with respect to those shares as described below.

Registration Rights

Also on December 10, 2014, the Company entered a First Amendment to the Securities Purchase Agreement to amend that certain Securities Purchase Agreement dated September 29, 2014 by and among the Company, the Tallwood Group, and Alcatel-Lucent Participations, S.A., pursuant to which the Company agreed to register for resale the New Warrant Shares (as defined below).

Amendment to Warrant to Purchase Common Stock

On September 29, 2014, in connection with the Loan Agreement, the Company issued to Alcatel-Lucent Participations, S.A. a warrant (the “Original Warrant”) to purchase up to 3,157,894 shares of the Company’s common stock (“Warrant Shares”) with an exercise price of $0.475 per Warrant Share. The number of Warrant Shares issuable under the Original Warrant were subject to reduction in certain events, and a portion of the Warrant Shares were subject to vesting. In connection with the Loan Amendment, on December 10, 2014, the Company amended the terms of the Original Warrant (the “Amended Warrant”) such that all of the Warrant Shares are exercisable immediately and no longer subject to reduction.

New Warrant to Purchase Common Stock

Also on December 10, 2014, in connection with the Loan Amendment, the Company issued an additional warrant to Alcatel-Lucent Participations, S.A. (the “New Warrant”) to purchase up to 1,578,947 shares of the Company’s common stock (the “New Warrant Shares”), with an exercise price of $0.41, which is exercisable at any time until November 30, 2017. In addition, in the event of a “Fundamental Transaction” as defined in the New Warrant (which term also appears in the Original Warrant) (including a consolidation, merger or acquisition by a third party of over 50% of the Company’s voting stock, or a sale of substantially all of the Company’s assets), all remaining exercisable New Warrant Shares shall be deemed exercised: (i) immediately prior to and contingent upon the consummation of the Fundamental Transaction, or (ii) if the Weighted Average Price (as defined in the New Warrant) of one New Warrant Share is greater than the exercise price, by cashless exercise (if not otherwise exercised) immediately prior to the consummation of the Fundamental Transaction.

The issuance of securities was to an “accredited investor” (as that term is defined under Rule 501 of Regulation D), and is exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act or Regulation D Rule 506, as a transaction by an issuer not involving a public offering.

****************************

On December 11, 2014, management of the Company used the presentation attached as Exhibit A in meetings with certain stockholders.

The issuer has filed a registration statement (including a prospectus), which became effective on November 26, 2014, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, you may obtain a copy of the prospectus by contacting D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005; phone: (877) 478-5044 (toll-free) or (212) 493-3910 (for banks and brokers).

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

NASDAQ: IKAN

Dec 2014

Ikanos Communications, Inc.

Exhibit A

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

Safe Harbor Statement

The foregoing factors should not be construed as exhaustive and should be read together with other cautionary statements included in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and

Current

Reports

on

Form

8-K

filed

with

the

Securities

and

Exchange

Commission,

or

SEC.

We

also

provide

cautionary

discussion

of

risks,

uncertainties

and

assumptions

relevant

to

our

business

in

our

Annual

Report on Form 10-K, our Quarterly Reports on Form 10-Q, and in our Current Reports on Form 8-K filed with the Securities and Exchange Commission.  These are factors that, individually or in the aggregate,

management believes could cause our actual results to differ materially from expected and historical results.  We note these factors for investors as permitted by the Private Securities Litigation Reform Act of

1995.  You should understand that it is not possible to predict or identify all such factors.  Consequently, you should not consider such disclosures to be a complete discussion of all potential risks or uncertainties.

Moreover,

we

operate

in

a

very

competitive

and

rapidly

changing

environment

in

which

new

risk

factors

emerge

from

time-to-time.

It

is

not

possible

for

our

management

to

predict

all

risk

factors,

nor

can

we

assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.  If

one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate.  Except as

required by law, we undertake no obligation to publicly update any forward-looking statements for any reason after the date of this presentation.

©

Ikanos

Communications,

Inc.

All

rights

reserved.

Ikanos

and

the

Ikanos

logo,

NodeScale,

Velocity,

Fusiv,

inSIGHT,

and

Neos

are

among

the

trademarks

owned

by

Ikanos

Communications,

Inc.

Any

other

trademarks or trade names mentioned are the property of the respective owners.

The issuer has filed a registration statement (including a prospectus), which became effective on November 26, 2014, with the SEC for the offering to which this communication relates. Before you

invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You

may

get

these

documents

for

free

by

visiting

EDGAR

on

the

SEC

Web

site

at

www.sec.gov.

Alternatively,

you

may

obtain

a

copy

of

the

prospectus

by

contacting

D.F.

King

&

Co.,

Inc.,

48

Wall

Street,

New York, NY 10005; phone: (877) 478-5044 (toll-free) or (212) 493-3910 (for banks and brokers).

2

Certain statements contained in this presentation are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the

Exchange Act).  These forward-looking statements may be identified by use of terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “will,”

or the negative of these terms, or other similar expressions and include statements that reflect the current views of our senior management with respect to future events with respect to our business and our

industry in general, as well as statements regarding the anticipated execution and benefits of our collaboration with Alcatel-Lucent, the anticipated rights offering and the structure thereof, the standby purchase, the

dilutive impact of any of the transactions, use of proceeds from the rights offering and the standby purchase, any additional investment by the Tallwood Group, the intent to grant additional equity awards and the

levels of any such awards, our anticipated ability to draw on the ALU Loan, our market position, and our long term financial model. Forward-looking statements are subject to risks and uncertainties that could cause

our actual results to differ materially from those indicated in these statements.  We believe these factors include, but are not limited to our history of losses; the risk that our common stock will be delisted; the

volatility of our common stock; the opinions of the securities analysts that publish reports regarding us; stockholder participation in the rights offering; our ability to successfully complete the rights offering; our

ability to meet the terms and conditions of the ALU Loan Agreement, including funding of the loan; our ability to complete our collaboration with Alcatel-Lucent; our ability to achieve the anticipated benefits of our

collaboration with Alcatel-Lucent; our dependence on a relatively small number of customers; the intensity of the competition we face in the semiconductor industry and the broadband communications market;

cyclical and unpredictable decreases in demand for our semiconductors; the length of our sales cycle; that the selling prices of our products are subject to decline over time and may do so more rapidly than we

anticipate; market acceptance of our products; timely transition to new products; our ability to manage operating expenses; whether revenue generated by our mature products will decline at a rate greater than

anticipated; whether new designs and design wins will result in sales of our products at the levels anticipated, or at all; that our carrier trials will be successful and, if successful, will eventually result in field trials or

market deployments; that the delays in new customer product ramps will continue for longer than anticipated; that the rate of acceptance of our new and future products, including our G.fast and ultra-broadband

products, by our customers and telecommunications service providers may be lower than anticipated; our ability to complete future products, including our G.fast and ultra-broadband products, when anticipated or

at all; macroeconomic or other conditions which may cause our customers to defer purchasing plans or cancel any purchasing plans altogether despite successful design wins or successful field trials; the continued

demand by telecommunications service providers for our specific xDSL semiconductor products; our ability to continue to effectively manage our business, operating expenses, and cash position; the failure of

telecommunications service providers to implement deployment plans on schedule, or at all, despite increased performance results; our ability to generate demand and close transactions for the sale of our products;

competition in the markets in which we operate; and the fact that the products we sell may not satisfy shifting customer demand or compete successfully with our competitors’ products.

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

3

Ikanos is a technology leader in the development of network

Ikanos Communications

gateway

and

software

products

deployed

by

many

of

the world’s largest telecommunications operators.

access

,

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

4

Ikanos

Communications

-

NASDAQ:

IKAN

Sept.

2014

–

up

to

$45M

investment

commitment

by

the

market leader  (ALU) and

our largest investor (Tallwood)

Corporate Overview

VDSL market sizes from Linley Group Sept 2013, remainder

from Ikanos internal analysis

~230 employees: HQ –

Silicon Valley; R&D –

NJ & Bangalore

~Half a billion xDSL ports shipped worldwide to date

>100M gateway products shipped worldwide to date

Developing next generation gigabit broadband solutions

Large

and

growing

addressable

market

–

*2017

~$1.5B

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

5

*

Ikanos Access,

Gateway,

Software

solutions positioned…

*

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

6

Ikanos

Access Solutions

*Velocitytm-3 currently shipping

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

7

Ikanos Gateway Solutions

inSIGHT BXM (Broadband eXperience Manager) intended benefits:

Reduced OpEx -

resulting in reduced service costs

Higher ARPU -

from delivering new services

Reduced Churn -

through improved customer experience

Ikanos Software Solutions

1. Wiring

Issues

2. Noise Impairments

3. Analytics

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

8

Total number of serviceable broadband

subscribers growing from ~530M in 2013

to ~660M in 2019

Source: Broadbandtrends Mar 2014

Broadband Opportunity

DSL: Copper

FTTx: Copper + Fiber

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

9

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

10

*Gigabit products released

Gigabit Broadband Opportunity

Driving ~$1.5 Billion Addressable Market

DSL Access

DSL Gateway

Multi-Mode Gateway

*Estimated

VDSL market sizes from Linley Group Sept 2013, remainder

from Ikanos internal analysis

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

11

Plan for Return to Market Leadership

ADSL -> VDSL

VDSL ->

2014

2013

2012

2015

2016

2017

*Gigabit Broadband ->

1999 -

2012

2016 -

2020

2013 -

2015

Market Leadership means:

-

100%

market

share

–

Japan

&

S.

Korea

-

75% VDSL share –

North America

-

Annual revenue peaked -

$192m/2010

*Estimated

ADSL -> VDSL

VDSL ->

4. Revenue seen stabilizing

5. Ramp in # of new products released

6. Market leader (ALU) invests in Ikanos

2014

2013

2012

2015

2016

2017

Rev./$m

*Gigabit Broadband ->

1.

Market saturation by 2012

2.

Limited # of new products

3.

New management team

Market Leadership means:

-

100%

market

share

–

Japan

&

S.

Korea

-

75% VDSL share –

North America

-

Annual revenue peaked -

$192m/2010

1999 -

2012

2016 -

2020

2013 -

2015

Plan for Return to Market Leadership

ALU

–

Alcatel-Lucent

*Estimated

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

12

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

13

2014

2013

2012

2015

2016

2017

*Gigabit Broadband

ADSL

VDSL

1999 -

2012

**Return to Leadership:

-

-

-

VDSL

**Repositioned for Growth:

-

-

-

-

-

**Ikanos’

objective

Plan for Return to Market Leadership

*Estimated

-

75%

VDSL

share

–

North

America

-

Annual

revenue

peaked

-

$192m/2010

10 new

products planned

2 new product lines:

inSIGHT & Multi-mode GW

Technology

leadership:

with

VDSL

vectoring

and

New collaboration with market leader:

Alcatel-Lucent

@ 44% share Worldwide

Design

win

in

largest

telecom

market

China

at

Fiberhome

-

30%

share

China

Telecom

&

Unicom

Significantly

larger

addressable

market

~$1.5 B

Gigabit

R&D

funded

by

ALU

Worldwide distribution

with ALU

-

100%

market

share

–

Japan

&

S.

Korea

Market

Leadership

means:

bonding

14

1.

Ikanos

provides

ALU

w/proven

technical

leadership

2.

Ikanos

provides

ALU

w/differentiated

product

advantages

3.

ALU

provides

Ikanos

w/distribution

via

the

market

leader

4.

ALU provides Ikanos w/development capital

Ikanos-ALU Collaboration

Ikanos Communications, Inc. –

All Rights Reserved

07:26

Light Reading Interview:

Alcatel-Lucent CEO Michel Combes

Ikanos Communications, Inc. –

All Rights Reserved

7:26 -

“…we have also invested in a few companies

where there was some interesting or cool

technologies that we would like to have in our

portfolio…. we will continue to do niche investments

when it matters…

we’ve done one in silicon in Ikanos

for our VDSL G.fast chipset …”

-

Michel Combes, CEO Alcatel-Lucent

15

•

Up to $45M Capital Committed: 

Tallwood

VC

–

$22.5M

-

100% Equity @ $0.41

-

$11.25M in Sept. 2014 PIPE

-

$11.25M in Rights Offering

Alcatel-Lucent

–

$22.5M

-

$5M equity @ $0.41 in Sept. 2014 PIPE

-

$10M loan*

-

$7.5M NRE*

•

Rights Offering:

•

Strategic Objectives:

•

Return to profitability plus leadership in Gigabit Broadband

•

Delivery of ALU/Ikanos Gigabit Broadband solutions

•

Launch of Ikanos 3rd party Gigabit Broadband solutions

Dec 1st/2014 –

Jan 12th/2015

Ikanos Funding Plan

16

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

*Subject to conditions

Financial Summary

$M Income Statement

Revenue

Gross Margin %

GAAP Operating Expenses

GAAP Operating Income (Loss)

$M Balance Sheet

Cash

Inventory

Short-term Debt

Working Capital

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

17

Q1 FY2014

Q2 FY2014

Q3 FY2014

14.5

11.3

48.8%

48.7%

43.8%

17.5

17.5

14.8

(10.4)

(12.0)

(10.3)

11.1

Q1 FY2014

Q2 FY2014

Q3 FY2014

33.7

20.6

6.7

1.3

2.2

0.9

8.5

6.9

4.9

26.5

14.3

5.3

Long Term

Financial Model

As a % of revenue

GM

55-60%

R&D

20-25

SG&A

12

Opex

32-37

Operating Margin

18-28%

Long Term Financial Model

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

18

Ikanos

Communications,

Inc.

–

All

Rights

Reserved

19

•

Market

leadership

in

Japan,

S.

Korea,

North

America

achieved

for

VDSL

product

line.

•

Lack

of

new

products,

market

saturation

combined

for

‘13/‘14

revenue

challenges.

•

New

1.

Team,

2.

Products,

3.

$45M

Investment,

prime

Ikanos

for

new

growth.

•

New

4.

Broadband

R&D,

5.

ALU

Collaboration,

6.

China

re-entry,

prime

for

new

markets.

•

Rights

Offering

provides

all

stockholders

with

same

price

as

ALU,

Tallwood

VC.

Investment Summary