LANTRONIX INC

8-K · lantronix_8k.htm iXBRL

0001114925

 2026-05-29
 2026-05-29

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 xbrli:shares

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 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 29, 2026

  

  

 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 1.01 Entry into a Material Definitive Agreement.

  

 On May 29, 2026, Lantronix, Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Needham & Company, LLC
and Canaccord Genuity LLC, as underwriters (together, the “Underwriters”), pursuant to which the Company agreed to sell, and
the Underwriters agreed to purchase, 4,166,667 shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001
per share (the “Common Stock”), at an initial price to the public of $7.20 per share. In addition, the Company granted the
Underwriters a 30-day option to purchase up to an additional 625,000 shares (the “Option Shares” and, together with the Firm
Shares, the “Shares”) of Common Stock from the Company at the public offering price, less underwriting discounts and commissions.
On May 29, 2026, the Underwriters exercised their option to purchase the Option Shares in full. On June 1, 2026, the Company issued and
delivered the Shares.

  

 Net proceeds to the Company from the
offering of the Shares, after deducting underwriting discounts and commissions and estimated offering expenses, are approximately $32.3
million. The Company intends to use the net proceeds from the offering of the Shares for working capital and general corporate purposes,
including to fund strategic initiatives in support of our broader growth strategy, which may include supporting the development and commercialization
of unmanned systems and related technologies.

  

 A copy of the Underwriting Agreement
is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the legal opinion and consent
of O’Melveny & Myers LLP relating to the Shares is filed as Exhibit 5.1 hereto.

  

 Item 7.01 Regulation FD Disclosure.

  

 On May 29, 2026, the Company issued
a press release announcing the pricing of the offering of the Shares. The press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated into this Item 7.01 by reference.

  

 Item 9.01 Financial Statements and Exhibits.

  

 (d) Exhibits

  

 Exhibit No.
  
 Description

  
  
  

 1.1
  
 Underwriting Agreement, dated May 29, 2026, by and among Lantronix, Inc. and Needham & Company, LLC and Canaccord Genuity LLC, as underwriters

 5.1
  
 Opinion of O’Melveny & Myers LLP

 23.1
  
 Consent of O’Melveny & Myers LLP (contained in Exhibit 5.1 )

 99.1
  
 Press Release, dated May 29, 2026

 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.

  
  
  

  
  
  

 Date: June 1, 2026
 By:
  

 /s/ Brent Stringham

  
  
  
 Brent Stringham
 Chief Financial Officer

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

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