UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported):

January 25, 2023

LANTRONIX,

INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-16027	33-0362767
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(IRS Employer<br><br>Identification No.)
48 Discovery, Suite 250<br> 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))

Securitiesregistered 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

All values are in US Dollars.

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 2.02	Results of Operations and Financial Condition.

On January 25, 2023, Lantronix, Inc., a Delaware corporation (the “Company”), issued a press release announcing preliminary revenue results for its fiscal 2023 second quarter ended December 31, 2022 and updating its fiscal 2023 revenue guidance.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 2.02, 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.

Lantronix’s announced preliminary estimated revenues for its fiscal second quarter ended December 31, 2022 are preliminary and may change. Lantronix has not completed its customary closing procedures for the quarter ended December 31, 2022 and there can be no assurance that final results for the quarter will not differ from the preliminary estimated results included herein. In addition, these preliminary estimated revenues should not be viewed as a substitute for full interim financial statements prepared in accordance with Generally Accepted Accounting Principles, or GAAP, that have been reviewed by Lantronix’s auditors.

Note Regarding Forward-Looking Statements

This Current Report on Form 8-K and the news release furnished as Exhibit 99.1 hereto contain forward-looking statements, including statements concerning our revenue expectations for fiscal 2023 and our expectations regarding the expected benefits of our production contract with our customer Gridspertise, the expected amount and timing of shipments and revenue under the contract, and the Company’s return to growth in the second half of fiscal 2023. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. We have based our forward-looking statements on our current expectations and projections about trends affecting our business and industry and other future events. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Forward-looking statements are subject to substantial risks and uncertainties that could cause our results or experiences, or future business, financial condition, results of operations or performance, to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in the news release. Other factors which could have a material adverse effect on our operations and future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to: 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 successfully convert our backlog and current demand; the impact of the COVID-19 pandemic, including the emergence of new more contagious and/or vaccine-resistant strains of the virus and the impact of vaccination efforts, on our business, employees, supply and distribution chains and the global economy; our ability to mitigate any disruption in our and our suppliers’ and vendors’ supply chains due to the COVID-19 pandemic, the war between Ukraine and Russia or other causes; our ability to successfully implement our acquisitions strategy or integrate acquired companies; uncertainty as to the future profitability of acquired businesses, and delays in the realization of, or the failure to realize, any accretion from acquisition transactions; acquiring, managing and integrating new operations, businesses or assets, and the associated diversion of management attention or other related costs or difficulties; our ability to continue to generate revenue from products sold into mature markets; our ability to develop, market, and sell new products; our ability to succeed with our new software offerings; fluctuations in our revenue due to the project-based timing of orders from certain customers; unpredictable timing of our revenues due to the lengthy sales cycle for our products and services and potential delays in customer completion of projects; our ability to accurately forecast future demand for our products; delays in qualifying revisions of existing products; constraints or delays in the supply of, or quality control issues with, certain materials or components; difficulties associated with the delivery, quality or cost of our products from our contract manufacturers or suppliers; risks related to the outsourcing of manufacturing and international operations; difficulties associated with our distributors or resellers; intense competition in our industry and resultant downward price pressure; rises in inventory levels and inventory obsolescence; undetected software or hardware errors or defects in our products; cybersecurity risks; our ability to obtain appropriate industry certifications or approvals from governmental regulatory bodies; changes in applicable U.S. and foreign government laws, regulations, and tariffs; our ability to protect patents and other proprietary rights and avoid infringement of others’ proprietary technology rights; the level of our indebtedness, our ability to service our indebtedness and the restrictions in our debt agreements; our ability to attract and retain qualified management; and any additional factors included in our Report on Form 10-K for the fiscal year ended June 30, 2022, filed with the Securities and Exchange Commission (the “SEC”) on August 29, 2022, including in the section entitled “Risk Factors” in Item 1A of Part I of that report; in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, filed with the SEC on November 9, 2022, including in the section entitled “Risk Factors” in Item 1A of Part II of such report; and in our other public filings with the SEC. 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.

| 2 |

---
---	---

(d) Exhibits.

Exhibit<br><br> <br>No.	Description
99.1	Press Release of the Company, dated January 25, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

| 3 |

| --- |

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<br><br> <br>Chief Financial Officer

Date: January 31, 2023

| 4 |

| --- |

Exhibit 99.1

LantronixAnnounces Record $40 Million Contract With Gridspertise

Announces Preliminary SecondQuarter Revenue and Updates Fiscal 2023 Revenue Guidance to Reflect Revised Delivery Schedule

IRVINE, Calif., Jan. 25,2023 – Lantronix Inc. (NASDAQ: LTRX), a global provider of secure turnkey solutions for the Industrial Internet of Things (IoT) and the Intelligent IT market, today announced it has received and executed a production contract to deliver Quantum Edge units to its customer Gridspertise.

The largest in Lantronix history, the order value is greater than initially anticipated due to a customer-requested change in the design of the solution, resulting in increased dollar content for Lantronix. While the increase in content validates the Lantronix value proposition and drives a better-than-anticipated total revenue expectation, it also delayed the initial pilot production and changed the production delivery schedule, and Lantronix therefore no longer expects to realize significant revenue from the customer in the remainder of fiscal 2023. Lantronix expects to begin shipping against this contract in its first quarter of 2024.

“I am pleased to announce this record-breaking order with our customer Gridspertise,” said Paul Pickle, CEO of Lantronix. “Lantronix has been contracted to deliver more functionality and content than initially expected for initial production volumes. And, while the updated specification will push our delivery schedule and revenue recognition into fiscal 2024, it delivers substantial visibility into our double-digit growth expectations for the upcoming fiscal year.”

Lantronix is releasing preliminary revenue for its second quarter of fiscal 2023 and updating its fiscal 2023 revenue guidance to account for the delay in the pilot production and the updated production schedule from the contract. The company currently expects to report second quarter 2023 revenue between $31 million and $32 million. For fiscal year 2023, the company now expects revenue of $135 million to $145 million, up approximately 4 percent to 12 percent year over year. The updated guidance implies a return to growth in the second half of fiscal 2023, driven by backlog that remains near record levels and starting backlog that is higher than the prior quarter. Lantronix will release full financial details and discuss results for its second quarter fiscal 2023 as well as its expectations for the remainder of fiscal 2023 and 2024 on its upcoming earnings conference call.

About Lantronix

Lantronix Inc. is a global provider of secure turnkey solutions for the Internet of Things (IoT) and Remote Environment Management (REM), offering Software as a Service (SaaS), connectivity services, engineering services and intelligent hardware.

Lantronix enables its customers to accelerate time to market and increase operational up-time and efficiency by providing reliable, secure and connected Intelligent Edge IoT and Remote Management Gateway solutions.

Lantronix’s products and services dramatically simplify the creation, development, deployment and management of IoT and IT projects across Robotics, Automotive, Wearables, Video Conferencing, Industrial, Medical, Logistics, Smart Cities, Security, Retail, Branch Office, Server Room, and Datacenter applications. For more information, visit the Lantronix website. Learn more at the Lantronix blog, which features industry discussion and updates. Follow Lantronix on Twitter, view our YouTube video library or connect with us on LinkedIn.

| 1 |

| --- |

References in this Report to “fiscal 2023” refer to the fiscal year ended June 30, 2023, and references to “fiscal 2024” refer to the fiscal year ending June 30, 2024.

“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 related to our solutions, technologies and products, are forward-looking statements. 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; the impact of the COVID-19 outbreak on our employees, supply and distribution chains, and the global economy; 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, 2022, filed with the Securities and Exchange Commission (the “SEC”) on Aug. 29, 2022, including in the section entitled “Risk Factors” in Item 1A of Part I 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.

Lantronix Investor Relations Contact:

Jeremy Whitaker

Chief Financial Officer investors@lantronix.com

#

| 2 |

| --- |