| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
LANTRONIX INC |
| (c) | Address of Issuer's Principal Executive Offices:
48 Discovery, Suite 250, Irvine,
CALIFORNIA
, 92618. |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment") relates to the shares of common stock, $0.0001 par value per share (the "Common Stock"), of Lantronix, Inc., a Delaware corporation (the "Issuer") that are or may be deemed to be beneficially owned by the Reporting Persons (as defined below) and amends certain information included in the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on June 2, 2025 (the "Original Schedule 13D") and Amendment No.1 to the Original Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on July 1, 2025 (the "Amendment No. 1"). |
| Item 2. | Identity and Background |
|
| (a) | This Amendment is being jointly filed by Chain of Lakes Investment Fund, LLC ("COLIF"), Christopher B. Woodruff, Haluk L. Bayraktar and Emre Aciksoz (the "Reporting Persons"). |
| (b) | The information set forth in Item 2(b) of the Original Schedule 13D is incorporated by reference in its entirety into this Item 2(b). |
| (c) | COLIF is principally engaged in the business of investing. Mr. Woodruff is principally engaged as President of COLIF and may be deemed to have shared voting and shared dispositive power over the Common Stock held of record by COLIF as a result of his position as President of COLIF. Mr. Bayraktar is principally engaged in serving as Chief Executive Officer of Baykar Technologies. Mr. Aciksoz is principally engaged in the business of investing. |
| (d) | The information set forth in Item 2(d) of the Original Schedule 13D is incorporated by reference in its entirety into this Item 2(d). |
| (e) | The information set forth in Item 2(e) of the Original Schedule 13D is incorporated by reference in its entirety into this Item 2(d). |
| (f) | COLIF is a Delaware limited liability company.
Christopher B. Woodruff is an individual and citizen of the United States of America.
Haluk L. Bayraktar is an individual and citizen of Turkey.
Emre Aciksoz is an individual and citizen of Turkey. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | No funds were used in connection with the transactions described in this Amendment. The Reporting Persons have not acquired any additional securities of the Issuer in the past 60 days. |
| Item 4. | Purpose of Transaction |
| | As described in the Original Schedule 13D, the Reporting Persons originally acquired the shares in the Issuer because they believed the Shares were materially undervalued and represented an attractive investment opportunity. As a result of the foregoing and as disclosed in detail in Item 4 of the Original Schedule 13D, the Reporting Persons considered taking one or more actions described in subjections (a) through (j) of Item 4 of Schedule 13D, and intended to seek to replace a majority of the current members of the Board of the Issuer with candidates that were committed to an expedited return of shareholders' capital through a sale of the Issuer by running a competing proxy statement at the Issuer's 2025 Annual Meeting of Stockholders.
Subsequent to the filing of the Original Schedule 13D and as described in detail in Amendment No. 1, the Reporting Persons engaged in discussions with the Issuer, and the parties have agreed to resolve their differences with respect to this matter by entering into a Cooperation Agreement dated June 24, 2025 (the "Cooperation Agreement"). A copy of the Cooperation Agreement was filed as Exhibit 1 to Amendment No. 1.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis, and depending on various factors, may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, subject to compliance with the terms of the Cooperation Agreement. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference in this Item 5. As of the date hereof the Reporting Persons beneficially own an aggregate of 2,257,090 shares of the Issuer's Common Stock, representing 5.73% of the outstanding shares. |
| (b) | The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference in this Item 5.
The Reporting Persons may be deemed to constitute a group pursuant to Rule 13d-5(b), in which case each of the Reporting Persons could be deemed to beneficially own all the shares of Common Stock held by the other Reporting Persons; however, each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock held by the other Reporting Persons except to the extent of their pecuniary interest therein (if any). |
| (c) | Information concerning transactions in the Shares effected by the Reporting Persons in the past 60 days is set forth in Exhibit 1 hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, shares beneficially owned by any of the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The Reporting Persons' discussions of their views about the Issuer, and their entry into the Cooperation Agreement, may result in the Reporting Persons being deemed to be acting together for the purpose of acquiring, holding, voting or disposing of the Issuer's securities for purposes of Rule 13d-5(b).
The disclosure in Item 4 relating to the Cooperation Agreement is incorporated herein by reference.
Except as described herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
| | 1 Schedule of Transactions by the Reporting Persons
2 Joint Filing Agreement |
