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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 |
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1-16027 |
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33-0362767 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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48
Discovery, Suite
250 Irvine, California 92618 |
(Address of Principal Executive Offices, including zip code) |
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Registrant’s telephone number, including area code: (949) 453-3990 |
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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 |
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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.
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.
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LANTRONIX, INC. |
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By: |
/s/ Jeremy Whitaker |
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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.
© 2024 Lantronix, Inc. All rights reserved. Lantronix is a registered
trademark. Other trademarks and trade names are those of their respective owners.
# # #
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
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Lantronix (NASDAQ:LTRX)
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Lantronix (NASDAQ:LTRX)
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