false
0001114925
0001114925
2024-05-06
2024-05-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
May 6, 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 May 6, 2024, the Compensation Committee of the
Board of Directors of Lantronix, Inc. (the “Company”) approved an increase in the base salaries of Jeremy Whitaker, the Company’s
Chief Financial Officer, from $300,000 to $351,000 and Eric Bass, the Company’s Vice President, Engineering, from $250,000 to $292,423,
effective July 1, 2024, and the Company’s entering into a Change in Control Agreement (the “Agreement”) with Mr. Whitaker.
The Agreement replaces Mr. Whitaker’s current Change in Control Agreement with the Company, which expires on May 31, 2024, and provides
that if a change in control of the Company occurs and, during the period beginning 60 days before the change in control and ending 12
months after the change in control, Mr. Whitaker’s employment is terminated either by the Company without Cause or by Mr. Whitaker
for Good Reason (as such terms are defined in the Agreement), Mr. Whitaker will be entitled to receive (i) a lump sum payment of 12 months
of his base salary at the rate then in effect and 100% of his target annual bonus then in effect, and (ii) continued coverage under the
Company’s health plans for Mr. Whitaker and his eligible dependents for up to 12 months following his termination date on substantially
the same terms as applied immediately prior to his termination. Mr. Whitaker’s right to receive the severance benefits described
above is subject to his executing and not revoking a general release of claims in favor of the Company.
The foregoing description of the Agreement is a summary, does not purport
to be complete and is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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: May 10, 2024
Exhibit 10.1
LANTRONIX FORM OF CHANGE IN CONTROL LETTER
AGREEMENT
Jeremy Whitaker
Chief Financial Officer
Re: Change In Control Agreement
Dear Jeremy:
In connection with your employment at Lantronix,
Inc (the “Lantronix” or “Company”) the undersigned parties hereby agree on the following provisions relating to
a Change in Control of the Company.
CHANGE IN CONTROL
If your employment with the Company is terminated
by you for Good Reason or by the Company without Cause within 60 days prior to or 12 months following a Change in Control (as defined
below), then, subject to your execution and non- revocation of a release of claims in a form provided by the Company, in keeping with
past practice, and resignation from any Company-affiliated board positions, all unvested Company equity awards that you then hold shall
fully vest and be settled or become exercisable, as applicable, and you will be entitled to receive (as applicable, the “Change-in-Control
Severance Payment”) severance pay in a total amount equal to the sum of (i) twelve (12) months of your then current Base Salary,
plus (ii) an amount equal to one hundred percent (100%) of your then current target bonus. The Company will also provide you, your spouse
and your eligible dependents with continued group health, dental and vision coverage pursuant to the provisions of COBRA at the level
in effect and upon substantially the same terms and conditions as existed under applicable insurance plans immediately prior to the date
of termination of your employment (including without limitation contributions required by you, if any, for such benefits), for the first
twelve (12) months following the date of termination your employment without Cause or for Good Reason or until you become eligible for
comparable benefits from another employer.
Any Change-in-Control Severance Payments shall
be less required tax deductions and withholdings and shall be paid in a lump sum on the 53rd day following your date of termination or
such later date as is required to avoid potentially adverse taxation under Internal Revenue Code Section 409A as described under the caption
“Section 409A” below. Change-in-Control Severance Payments may also be subject to reduction required to avoid potentially
adverse taxation under Internal Revenue Code Section 280G as described under the caption “Section 280G” below.
For purposes of this letter, “Change in
Control” shall mean the occurrence of any of the following events: (i) any “person” (as such term is used in Section
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), becomes the “beneficial owner”
(as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing fifty
percent (50%) or, more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) the consummation
of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) the consummation of a merger
or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the
voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or
(iv) a majority of the members of the Board are replaced during any twelve- month period by directors whose appointment or election is
not endorsed by a majority of the Board before the date of appointment or election. In no event shall a “Change in Control”
be deemed to have occurred for purposes of this letter solely because the Company engages in an internal reorganization, which may include
a transfer of assets to, or a merger or consolidation with, one or more affiliates.
SECTION 409A
This letter is intended to comply with Section
409A of the Internal Revenue Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance
with Section 409A. Notwithstanding any other provision of this offer letter, payments provided under this letter may only be made upon
an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this letter that may be excluded
from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded
from Section 409A to the maximum extent possible. For purposes of Section 409A, each instalment payment provided under this letter shall
be treated as a separate payment. Any payments to be made under this letter upon a termination of employment shall only be made upon a
“separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the
payments and benefits provided under this letter comply with Section 409A and in no event shall the Company be liable for all or any portion
of any taxes, penalties, interest or other expenses that may be incurred by you on account of non- compliance with Section 409A.
Notwithstanding any other provision of this letter,
if any payment or benefit provided to you in connection with termination of employment is determined to constitute “nonqualified
deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined
in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month
anniversary of your termination date (the “Specified Employee Payment Date”) or, if earlier, on the date of your death. The
aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you in a lump
sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their
original schedule. To the extent necessary to avoid application of any tax under Section 409A applying to any compensation or benefit
included herein that constitutes nonqualified deferred compensation, the definition of “Change in Control” shall be reformed
such that a transaction will only qualify as a Change in Control if it also constitutes a “change in control event” as defined
under Section 409A.
SECTION 280G
Notwithstanding any other provision of this letter
or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company
or its affiliates to you or for your benefit pursuant to the terms of this letter or otherwise (“Covered Payments”) constitute
parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code (“Section
280G”) and would, but for this section be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code (or
any successor provision thereto) (“Section 4999”) or any similar tax imposed by state or local law or any interest or penalties
with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall
be made comparing (i) the Net Benefit (as defined below) to you of the Covered Payments after payment of the Excise Tax to (ii) the Net
Benefit to you if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount
calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum extent necessary
to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”). “Net
Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise
taxes.
Any such reduction shall be made in accordance
with Section 409A and the following: (i) the Covered Payments which do not constitute nonqualified deferred compensation subject to Section
409A shall be reduced first; and (ii) all other Covered Payments shall then be reduced as follows: (A) cash payments shall be reduced
before non-cash payments; and (B) payments to be made on a later payment date shall be reduced before payments to be made on an earlier
payment date.
Any determination required under this section
shall be made in writing in good faith by the accounting firm that was the Company’s independent registered public accounting firm
immediately before the change in control (the “Accountants”), which shall provide detailed supporting calculations to the
Company and you as requested by the Company or you. The Company and you shall provide the Accountants with such information and documents
as the Accountants may reasonably request in order to make a determination under this section. For purposes of making the calculations
and determinations required by this section, the Accountants may rely on reasonable, good faith assumptions and approximations concerning
the application of Section 280G and Section 4999. The Accountants’ determinations shall be final and binding on the Company and
you. The Company shall be responsible for all fees and expenses incurred by the Accountants in connection with the calculations required
by this section.
This Agreement shall be governed by and construed
in accordance with the laws of the State of California. Any dispute hereunder, including with respect to validity, construction and breach
shall be resolved exclusively by arbitration, before a single arbitrator appointed by the Judicial Arbitration Mediation Service (“JAMS”),
in accordance with the JAMS Streamlined Arbitration Rules. The Arbitration shall be conducted in Orange County and if that venue is not
available than at a nearest JAMS facility.
Please indicate your acceptance of this Agreement
by executing a copy of this Agreement at the space provided below and returning the same to our attention.
LANTRONIX, INC.
By: |
/s/ Saleel Awsare |
|
May 10, 2024 |
|
|
Saleel Awsare |
|
Date |
|
Chief Executive Officer |
|
|
ACCEPTED AND AGREED TO:
By: |
/s/ Jeremy Whitaker |
|
May 10, 2024 |
|
|
Jeremy Whitaker, Chief Financial Officer |
|
Date |
v3.24.1.1.u2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Lantronix (NASDAQ:LTRX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Lantronix (NASDAQ:LTRX)
Historical Stock Chart
From Jul 2023 to Jul 2024