Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2024

LANTRONIX, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-16027	33-0362767
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

48 Discovery, Suite 250 Irvine, California 92618
(Address of Principal Executive Offices, including zip code)

Registrant’s telephone number, including area code: (949) 453-3990

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:

¨ 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		Name of each exchange on which registered
Common Stock, $0.0001 par value		LTRX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 7(a)(2)(B) of Securities Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 23, 2024, the board of directors (the “Board”) of Lantronix, Inc. (the “Company”) approved an increase in the size of the Board from five to six members, and appointed Christa Steele as a non-employee director to fill the vacancy created by the increase in the size of the Board, effective as of January 24, 2024. The Board has determined that Ms. Steele qualifies as “independent” in accordance with the published listing requirements of the Nasdaq Stock Market. Ms. Steele has not been appointed to any Board committees at this time. There is no arrangement or understanding pursuant to which Ms. Steele was appointed as a director, and there are no related party transactions between the Company and Ms. Steele that would require disclosure under Item 404(a) of Regulation S-K.

Ms. Steele will be compensated for her services as a director in accordance with the Company’s standard compensation program for non-employee directors, which is summarized in Exhibit 10.32 to the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on August 29, 2022. Pursuant to these arrangements, Ms. Steele will be granted 10,332 restricted stock units (“RSUs”) with a grant date of January 24, 2024 under the Company’s 2020 Performance Incentive Plan, of which 50% will vest on May 7, 2024, the six-month anniversary of the Company’s 2023 annual meeting of stockholders, with the remainder scheduled to vest on the day immediately preceding the date of the Company’s 2024 annual meeting of stockholders. This RSU grant represents a pro-rated amount of the annual equity grant to the Company’s non-employee directors.

In connection with Ms. Steele’s appointment as a director of the Company, the Company and Ms. Steele will enter into an Indemnification Agreement, the terms of which are identical in all material respects to the form of indemnification agreement that the Company has previously entered into with each of its directors, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on June 20, 2016.

Item 7.01.

Regulation FD Disclosure.

The Company issued a press release on January 25, 2024, announcing the appointment of Ms. Steele to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		Press Release of the Company dated January 25, 2024.
104		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.

		LANTRONIX, INC.

		By:	/s/ Jeremy Whitaker
			Jeremy Whitaker Chief Financial Officer

Date: January 25, 2024

Exhibit 99.1

Lantronix Appoints Christa Steele to Its Board of Directors

IRVINE, Calif., Jan. 25, 2024 — Lantronix Inc. (NASDAQ: LTRX) (the “Company”), a global provider of secure turnkey solutions for the Industrial Internet of Things (IoT) and the Intelligent IT market, today announced that Christa Steele is joining the Company’s Board of Directors as an independent director, effective Jan. 24, 2024. Following the appointment of Steele, the Board will be comprised of six directors, five of whom are independent under applicable listing standards of the Nasdaq Stock Market.

“We are very pleased to welcome Christa Steele to the Lantronix Board of Directors,” said Saleel Awsare, CEO and president of Lantronix. “Lantronix will benefit greatly from her extensive experience, including positions as CEO and board member for public and privately held companies for which she helped drive successful outcomes.”

“In addition to being a seasoned board director, Christa has a proven track record of delivering strategies that support revenue growth, improved profitability, and shareholder value creation. She will be a valuable addition to the Lantronix Board of Directors,” said Jason W. Cohenour, chairman of the Board for Lantronix.

Steele is an experienced CEO and board member, having served with public and privately held companies with revenues of up to $1 billion. In addition to the Lantronix Board of Directors, she also currently serves on the boards of Velocity Risk, The Doctors Company and Tanimura & Antle.

In early 2022, Steele was appointed interim CEO for Balco Holdings Inc., parent company of Bay Alarm, Bay Alarm Medical and BALCO Properties, with 1,200 employees and revenues in excess of $250 million. She successfully completed the divesting of company assets by the end of 2022. Prior to Balco Holdings Inc., she was president and CEO of Mechanics Bank, where, during her tenure, core earnings improved, the stock price doubled and the company was sold for a premium in 2015.

Steele holds an MBA from The Marshall School of Business at the University of Southern California and a Bachelor of Arts from California State University Sacramento.

About Lantronix

Lantronix Inc. is a global Industrial and Enterprise Internet of Things (IoT) provider of solutions that target high-growth applications in specific vertical markets, including Smart Grid, Intelligent Transportation, Smart Cities and AI Data Centers. Lantronix’s history in networking and video processing as well as its leading-edge applications include Intelligent Substations infrastructure, Infotainment systems and Video Surveillance, supplemented with comprehensive Out of Band Management (OOB) solutions for Cloud and Edge Computing.

Lantronix’s solutions empower companies to achieve success in the growing IoT and OOB markets by delivering customizable solutions that address each layer of the IoT Stack, including Collect, Connect, Compute, Control and Comprehend. For more information, visit the Lantronix website.

Learn more at the Lantronix blog, which features industry discussion and updates. Follow Lantronix on Twitter, view its YouTube video library or connect on LinkedIn.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Any statements set forth in this news release that are not entirely historical and factual in nature, including without limitation statements regarding our future growth and profitability. These forward-looking statements are based on our current expectations and are subject to substantial risks and uncertainties that could cause our actual results, future business, financial condition, or performance to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this news release. The potential risks and uncertainties include, but are not limited to, such factors as the effects of negative or worsening regional and worldwide economic conditions or market instability on our business, including effects on purchasing decisions by our customers; our ability to mitigate any disruption in our and our suppliers’ and vendors’ supply chains due to the COVID-19 pandemic or other outbreaks, wars and recent tensions in Europe, Asia and the Middle East, or other factors; future responses to and effects of public health crises; cybersecurity risks; changes in applicable U.S. and foreign government laws, regulations, and tariffs; our ability to successfully implement our acquisitions strategy or integrate acquired companies; difficulties and costs of protecting patents and other proprietary rights; the level of our indebtedness, our ability to service our indebtedness and the restrictions in our debt agreements; and any additional factors included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the Securities and Exchange Commission (the “SEC”) on Sept. 12, 2023, including in the section entitled “Risk Factors” in Item 1A of Part I of such report; our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, filed with the SEC on Nov. 8, 2023, including in the section entitled “Risk Factors” in Item 1A of Part II of such report; as well as in our other public filings with the SEC. Additional risk factors may be identified from time to time in our future filings. The forward-looking statements included in this release speak only as of the date hereof, and we do not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances.

# # #

Lantronix Media Contact:

Gail Kathryn Miller

Corporate Marketing &

Communications Manager

media@lantronix.com

949-212-0960

Lantronix Analyst and Investor Contact:

Jeremy Whitaker

Chief Financial Officer

investors@lantronix.com
949-450-7241

Cover	Jan. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 23, 2024
Entity File Number	1-16027
Entity Registrant Name	LANTRONIX, INC.
Entity Central Index Key	0001114925
Entity Tax Identification Number	33-0362767
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	48 Discovery
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	949
Local Phone Number	453-3990
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	LTRX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false