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 4, 2025

 

 

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: [phone]
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.

 

Appointment of Chief Financial Officer

 

On January 4, 2025, the Board of Directors (the “Board”) of Lantronix, Inc. (the “Company”) appointed Brent Stringham as the Company’s Chief Financial Officer effective as of January 6, 2025.

 

Mr. Stringham, age 46, has been serving as the Company’s Chief Accounting Officer and Interim Chief Financial Officer since September 2024. Previously, Mr. Stringham served as the Company’s Senior Director of Finance and Corporate Controller since February 2012.

 

There are no arrangements or understandings between Mr. Stringham and any other persons pursuant to which he was selected as an officer of the Company. There are also no family relationships between Mr. Stringham and any director or executive officer of the Company, and Mr. Stringham does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

In connection with Mr. Stringham’s appointment as Chief Financial Officer, the Company entered into an Amendment to Mr. Stringham’s employment agreement with the Company dated January 6, 2025 (the “Amendment”), which includes the following compensation for Mr. Stringham:

 

	•	Mr. Stringham will be entitled to an annual base salary of $310,000.
	•	Mr. Stringham will be entitled to an annual incentive bonus opportunity based on the achievement of performance criteria to be established by the Board (or a committee thereof). Mr. Stringham’s annual target bonus opportunity will be 50% of his base salary for the corresponding fiscal year (effective as of January 1, 2025).

 

The foregoing description of the Amendment is a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 7.01

Regulation FD Disclosure.

 

On January 10, 2025, the Company issued a press release announcing the appointment of Mr. Stringham as Chief Financial Officer effective on January 6, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference.

 

The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for the 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, nor shall it be, or be deemed, incorporated by reference in any filings under the Securities Act of 1933, as amended (the “Securities Act”), unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed with this Current Report on Form 8-K:

 

Exhibit No.		Description
10.1		Amendment to Letter Agreement, dated as of January 6, 2025, between Brent Stringham and Lantronix, Inc.
99.1		Press Release of Lantronix, Inc. issued on January 10, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

2

 

 

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/ Saleel Awsare
			Saleel Awsare
			President and Chief Executive Officer

 

Date: January 10, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

Exhibit 10.1

 

 

 

 

January 6, 2025

Brent Stringham

 

c/o Lantronix, Inc.

48 Discovery, Suite 250

Irvine, CA 92618

 

Dear Brent:

 

We want to thank you for your dedicated service to Lantronix, Inc (“Lantronix” or “Company”) since 2012 and to confirm the terms of your promotion as set forth in this letter. Your position and title with the Company will be Chief Financial Officer effective January 6, 2025, subject to the terms and conditions of the certain letter agreement, dated as of September 13, 2024, by and between you and the Company (the “Letter Agreement”), as amended herein.

 

In the Letter Agreement, the section titled “BASE SALARY” is hereby amended to read as follows:

 

“While you are employed with the Company as Chief Financial Officer, the Company shall pay you a bi-weekly base salary in the amount of $11,923.08 ($310,000.00 on an annualized basis), less applicable withholdings and deductions, paid on the Company’s regular bi-weekly payroll dates. You will be classified as an exempt employee, and your salary will be paid on a salary basis and is intended to compensate you for all hours that you work. Your salary will be reviewed at the time executive salaries are reviewed periodically, and the Company may, in its sole discretion, adjust it to reflect Company performance, your performance, market conditions, and other factors deemed relevant by the Company.”

 

In the Letter Agreement, the section titled “BONUS” is hereby amended to read as follows:

 

“While you are employed with the Company as Chief Financial Officer, you will be eligible to participate in Lantronix’s Annual Bonus Program (“Program”) at a target amount that will be equal to 50% of your base salary. Your bonus percentage is not guaranteed and may be adjusted upward or downward by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) in its sole discretion. Your participation will commence with the Fiscal 2025 plan period, which began July 1, 2024 and ends June 30, 2025. For the purpose of calculating the bonus for the Fiscal 2025 plan period, the “Base Salary” used shall be the actual base salary received by you during the applicable bonus period calculated as follows: (i) a target amount equal to 40% of the Base Salary received from July 1, 2024 through December 31, 2024, and (ii) a target amount equal to 50% of your Base Salary received from January 1, 2025 through June 30, 2025. Your participation and payment of a bonus and the amount is subject to the terms of the Program and the performance targets established thereunder by the Compensation Committee, as such Programs and targets may be amended from time to time and are generally established every year by the Compensation Committee. Lantronix reserves the right to change or discontinue the Program at any time, and any right to a bonus is subject to your continued employment with the Company through the date that such bonus is actually paid to you.”

 

 

 

 

1

 

 

ACCEPTANCE

 

To indicate your agreement with the above, please sign the below and return a scanned copy via email to Human Resources at [e-mail].

 

Very truly yours,

 

LANTRONIX, INC.

 

/s/ Dennis Gallagher

 

Dennis Gallagher

Vice President, General Counsel and Corporate Secretary

ACKNOWLEDGED AND ACCPETED BY:

 

Employee Signature:		/s/ Brent Stringham
Employee Name:	Brent Stringham		Date:	January 8, 2025

 

 

 

 

 

 

 

 

 

 

2

 

 

Exhibit 99.1

 

 

 

 

 

Lantronix Names Brent Stringham as CFO

 

IRVINE, Calif., Jan. 10, 2025 — Lantronix Inc. (NASDAQ: LTRX) (the “Company”), a global leader in IoT compute and connectivity IoT solutions, today announced the appointment of Brent Stringham as its chief financial officer (CFO). Stringham has been an experienced financial leader with Lantronix since 2012 and previously served as the Company’s interim CFO and Chief Accounting Officer.

 

“Brent brings deep institutional knowledge and extensive financial expertise to his new role as CFO based on his many contributions to Lantronix over the past 13 years,” said Saleel Awsare, chief executive officer of Lantronix. “With Brent’s financial leadership, Lantronix remains firmly committed to delivering shareholder value and advancing its strategic objective focused on Edge Intelligence in the IoT industry.”

 

Prior to joining Lantronix, Stringham held financial positions with Iteris Inc., Netlist Inc. and Ernst & Young. Stringham holds a bachelor’s degree in Business Administration and Accounting from California State University in Fullerton, Calif., and is a licensed Certified Public Accountant.

 

About Lantronix

 

Lantronix Inc. is a global leader of compute and connectivity IoT solutions that target high-growth industries including Smart Cities, Automotive and Enterprise. Lantronix’s products and services empower companies to succeed in the growing IoT markets by delivering customizable solutions that address each layer of the IoT Stack. Lantronix’s leading-edge solutions include Intelligent Substations infrastructure, Infotainment systems and Video Surveillance, supplemented with advanced Out-of-Band Management (OOBM) for Cloud and Edge Computing. 

 

For more information, visit the Lantronix website.

 

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This news release contains forward-looking statements within the meaning of federal securities laws, including, without limitation, statements related to Lantronix leadership. 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, 2024, filed with the Securities and Exchange Commission (the “SEC”) on Sept. 9, 2024, including in the section entitled “Risk Factors” in Item 1A of Part I of that 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. In addition, actual results may differ as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business. For these reasons, investors are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements we make speak only as of the date on which they are made. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations, except as required by applicable law or the rules of the Nasdaq Stock Market LLC. If we do update or correct any forward-looking statements, investors should not conclude that we will make additional updates or corrections.

 

©2025 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

[e-mail]

 

Lantronix Analyst and Investor Contact:

[e-mail]

 

Cover	Jan. 04, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 04, 2025
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

---