LANTRONIX INC

Regulatory Filings • Jan 25, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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)

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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		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. ☐

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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).

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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

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