[8-K] LANTRONIX INC Reports Material Event
Rhea-AI Filing Summary
Lantronix, Inc. has completed a public underwritten offering of common stock to raise new capital. The company sold 4,166,667 shares at $7.20 per share and granted underwriters a 30-day option for 625,000 additional shares, which was exercised in full. This brought total shares issued in the deal to 4,791,667, with gross proceeds of about $30 million before fees and expenses. Lantronix plans to use the cash for working capital and general corporate purposes, including funding strategic growth initiatives such as developing and commercializing unmanned systems and related technologies.
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Insights
Lantronix raises equity capital to support growth initiatives.
Lantronix completed an underwritten common stock offering, selling 4,166,667 shares at $7.20 and issuing an additional 625,000 shares through the underwriters’ option. Gross proceeds are about $30 million, providing additional balance sheet flexibility.
The transaction is a primary equity raise, so existing holders face dilution, but the company gains cash for working capital and broader growth strategy, including unmanned systems and related technologies. Needham & Company and Canaccord Genuity acted as joint bookrunners under an existing shelf registration.
Impact for investors depends on how effectively Lantronix deploys this new capital into its Edge AI and Industrial IoT markets. Subsequent periodic reports may detail how proceeds are allocated across working capital needs and specific strategic initiatives.
8-K Event Classification
Key Figures
Key Terms
underwriting agreement financial
underwritten offering financial
shelf registration statement regulatory
prospectus supplement regulatory
Edge AI technical
Industrial IoT technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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:
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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
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| 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) |
| 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. | |||
| Date: June 1, 2026 | By: |
/s/ Brent Stringham | |
Brent Stringham Chief Financial Officer | |||
| 3 |
Exhibit 99.1
Lantronix Announces Pricing of $30 Million Underwritten Offering
of Common Stock
IRVINE, Calif., May 29, 2026 — Lantronix, Inc. (Nasdaq: LTRX), a global provider of Edge AI and Industrial IoT solutions that power NDAA-compliant unmanned systems, critical infrastructure and resilient enterprise networks, today announced the pricing of an underwritten offering of 4,166,667 shares of common stock at an offer price of $7.20 per share, for gross proceeds of approximately $30 million, before deducting underwriting discounts and commissions and other estimated offering expenses. All shares of common stock are being offered by Lantronix. In addition, Lantronix has granted the underwriters a 30-day option to purchase up to an additional 625,000 shares of its common stock at the offering price for the common stock, less underwriting discounts and commissions. The offering is expected to close on or about June 1, 2026, subject to the satisfaction of customary closing conditions.
Needham & Company and Canaccord Genuity are acting as joint bookrunners on the offering.
The offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-284749) that was declared effective by the Securities and Exchange Commission (“SEC”) on February 19, 2025. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained, when available, by contacting Needham and Company, LLC, Attention: 250 Park Avenue, 10th Floor, New York, NY 10177, Attn: Prospectus Department, by telephone at (800) 903-3268 or by email at prospectus@needhamco.com or Canaccord Genuity LLC, Attn: Syndication Department, 1 Post Office Square, 30th Floor, Boston, MA 02109, or by email at prospectus@cgf.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.
About Lantronix
Lantronix Inc. (Nasdaq: LTRX) is a global leader in Edge AI and Industrial IoT solutions, delivering intelligent computing, secure connectivity and remote management for mission-critical applications. Serving high-growth markets, including smart cities, enterprise IT and commercial and defense unmanned systems, including drones, Lantronix enables customers to optimize operations and accelerate digital transformation. Its comprehensive portfolio of hardware, software and services powers applications from secure video surveillance and intelligent utility infrastructure to resilient out-of-band network management. By bringing intelligence to the network edge, Lantronix helps organizations achieve efficiency, security and a competitive edge in today’s AI-driven world. For more information, visit the Lantronix website.
Safe Harbor Statement
“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 statements regarding the expected closing of the offering, the anticipated timing of the closing, and the potential exercise of the underwriters’ option to purchase additional shares. These forward-looking statements are based on current expectations and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed or implied by such statements, including, but not limited to, market conditions, the satisfaction of customary closing conditions, and other risks described in Lantronix’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent SEC filings. Investors are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements speak only as of the date made, and Lantronix undertakes no obligation to update them except as required by law.
Lantronix Media Contact:
media@lantronix.com
949-212-0960
Lantronix Analyst and Investor Contact:
investors@lantronix.com
949-574-3860