8-K
LANTRONIX INC (LTRX)
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):
August 4, 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 5.02. | Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On August 4, 2023, 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 Philip G. Brace as a non-employee director to fill the vacancy created by the increase in the size of the Board, with such appointment effective as of August 8, 2023. The Board has determined that Mr. Brace qualifies as “independent” in accordance with the published listing requirements of the Nasdaq Stock Market. Mr. Brace has not been appointed to any Board committees at this time. There is no arrangement or understanding pursuant to which Mr. Brace was appointed as a director, and there are no related party transactions between the Company and Mr. Brace that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Brace will be compensated for his 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, Mr. Brace will be granted 4,186 restricted stock units (“RSUs”) with a grant date of August 8, 2023 under the Company’s 2020 Performance Incentive Plan, which will vest 100% on November 8, 2023, the first anniversary of the Company’s 2022 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 Mr. Brace’s appointment as a director of the Company, the Company and Mr. Brace 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 August 7, 2023, announcing the appointment of Mr. Brace 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.
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of the Company dated August 7, 2023. |
| 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/ Jeremy Whitaker |
| Jeremy Whitaker<br><br> <br>Interim Chief Executive Officer and Chief Financial Officer |
Date: August 7, 2023
| 3 |
| --- |
Exhibit 99.1
Lantronix Appoints Philip Brace to ItsBoard of Directors
Irvine, CA – August 7, 2023 – Lantronix, Inc. (the “Company”) (NASDAQ: LTRX), a global provider of secure data access and management solutions for the industrial Internet of Things (IoT), today announced that technology executive Philip Brace is joining the Company’s Board of Directors as an independent director, effective as of August 8, 2023. Following the appointment of Mr. Brace, the Board will comprise six directors, all of whom are independent under applicable listing standards of the Nasdaq Stock Market.
“We are very pleased to have Phil Brace joinour Board of Directors,” said Jeremy Whitaker, interim CEO and CFO of Lantronix. “Phil’s extensive knowledge and experiencein high technology industries will provide a fresh perspective and tremendous insight to help us achieve our business goals.”
Brace has 30 years of experience in the semiconductor, server, IoT, and storage industries and has served in multiple roles across various disciplines, including software, hardware, engineering, marketing, and sales. His most recent role was CEO of Sierra Wireless, Inc. from 2021 to January 2023, where he led the company through operational improvements that increased profits by over 100% and grew revenue over 40%. Prior to this, Brace served as Executive Vice President of Veritas Technologies from 2019 to 2021 and President - Cloud Systems and Electronic Solutions at Seagate Technology from 2015 to 2017. Brace started his career at Intel Corporation and LSI Corporation, holding various engineering and management roles.
Brace received his Bachelor of Applied Science degree in Computer Engineering from the University of Waterloo and his Master’s degree in Electrical Engineering from California State University, Sacramento.
About Lantronix
Lantronix, Inc. is a global provider of secure data access and management solutions for Internet of Things (IoT) assets. Our mission is to be the leading supplier of IoT solutions that enable companies to dramatically simplify the creation, deployment, and management of IoT projects while providing secure access to data for applications and people.
With more than two decades of experience in creating robust machine to machine (M2M) technologies, Lantronix is an innovator in enabling our customers to build new business models and realize the possibilities of the Internet of Things. Our connectivity solutions are deployed inside millions of machines serving a wide range of industries, including industrial, medical, security, transportation, retail, financial, environmental and government.
Lantronix is headquartered in Irvine, California. For more information, visit www.lantronix.com.