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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):
August 15, 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: (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 August 15, 2025, Lantronix, Inc., a Delaware
corporation (the “Company”), together with its subsidiaries Lantronix Holding Company, Lantronix Canada, ULC, Lantronix Technologies
Canada (Taiwan) Ltd., Transition Networks, Inc., and Uplogix, Inc. (collectively, the “Borrowers”) entered into a Fourth Amended
and Restated Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank, a division of First-Citizens Bank
& Trust Company (the “Bank”). The Loan Agreement provides the Company with a revolving credit facility of up to $15,000,000,
subject to customary borrowing base limitations. The revolving credit facility will be used to refinance the Borrowers’ outstanding
obligations owing to the Bank under that certain Third Amended and Restated Loan and Security Agreement, dated August 2, 2021, by and
among the Borrowers and the Bank (as amended, the Prior Loan Agreement”), to pay related fees and expenses, and for working capital
and general corporate purposes. The revolving credit facility is scheduled to mature on August 1, 2028. Borrowings under the revolving
credit facility will bear interest on the outstanding principal equal to the greater of (i) 5.0% and (ii) the Prime Rate (as defined in
the Loan Agreement) plus a margin of 0.0% to 0.5%, with the applicable margin depending on the Company’s Liquidity (as defined in
the Loan Agreement).
In addition, the Borrowers are obligated to pay
customary fees for facilities of this type and size. The Loan Agreement requires the Borrowers, on a consolidated basis, to comply with
a minimum liquidity test. The Loan Agreement also includes customary representations and warranties and affirmative and negative covenants,
including covenants that limit or restrict the Borrowers’ and their subsidiaries’ ability to incur liens or indebtedness,
dispose of assets, make investments, make restricted payments, merge or consolidate, and enter into hedging arrangements.
The Loan Agreement includes customary events of
default, including, among other things, non-payment defaults, covenant defaults, bankruptcy and insolvency defaults, and material judgment
defaults. If any event of default under the Loan Agreement occurs (subject, in certain instances, to specified grace or cure periods),
the principal, interest and any other monetary obligations on all the then outstanding amounts may become due and payable immediately.
The foregoing description of the Loan Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, which is filed with
this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 is hereby incorporated
by reference into this Item 2.03.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Fourth Amended and Restated Loan and Security Agreement with Silicon Valley Bank, dated August 15, 2025, by and between Lantronix, Inc., Lantronix Holding Company, Lantronix Canada, ULC, Lantronix Technologies Canada (Taiwan) Ltd., Transition Networks, Inc., and Uplogix, Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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. |
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|
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By: |
|
/s/ Brent Stringham |
| |
|
|
Brent Stringham Chief Financial Officer |
Date: August 21, 2025
