{"url_path":"/sec/ltrx/8-k/2026-05-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1114925/0001683168-26-003615-index.html","accession_number":"0001683168-26-003615","cik":"0001114925","ticker":"LTRX","issuer_name":"LANTRONIX INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1114925/0001683168-26-003615-index.html","primary_entity_key":"0001114925","primary_entity_name":"LANTRONIX INC"},"word_count":517,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement**\n\n \n\nOn May 8, 2026, Lantronix,\nInc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Needham & Company, LLC (“Needham”)\nand Canaccord Genuity LLC (“Canaccord”), with respect to an at-the-market offering program under which the Company may offer\nand sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share (the “Common Stock”),\nhaving an aggregate offering price of up to $30,000,000 (the “Shares”), through either of Needham and Canaccord, each as its\nsales agent (together, the “Sales Agents”).\n\n \n\nEach time the Company wishes to issue\nand sell Shares under the Sales Agreement, the Company will notify either Sales Agent (the “Designated Agent”) of the number\nor dollar value of Shares to be issued, the dates on which such sales are anticipated to be made, any minimum price below which sales\nmay not be made and any other sales parameters as the Company deems appropriate. The Company is not obligated to sell any Shares under\nthe Sales Agreement. Subject to the terms of the Sales Agreement, the Designated Agent may sell the Shares by any method that is deemed\nto be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities\nAct”), including sales made through The Nasdaq Capital Market or any other trading market for the Common Stock. The Sales Agents\nwill use commercially reasonable efforts consistent with its normal trading and sales practices. Pursuant to the Sales Agreement, the\nCompany will pay the Designated Agent a commission equal to 3% of the gross proceeds from each sale of Shares sold through the Designated\nAgent under the Sales Agreement.\n\n \n\nThe Company and/or each Sales Agent\nmay terminate the Sales Agreement in accordance with the terms and conditions set forth therein.\n\n \n\nAny Shares to be offered and sold under\nthe Sales Agreement will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-284749), which was\nfiled with the Securities and Exchange Commission (“SEC”) on February 7, 2025 and declared effective by the SEC on February\n19, 2025, and a prospectus supplement, dated May 8, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act in connection\nwith the offer and sale of the Shares under the Sales Agreement.\n\n \n\nThe Sales Agreement includes customary\nrepresentations, warranties, conditions, covenants, and indemnification rights and obligations of the Company and the Sales Agents. The\nforegoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full\ntext of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”)\nand is incorporated herein by reference.\n\n \n\nO’Melveny & Myers LLP,\ncounsel to the Company, has issued an opinion to the Company, dated May 8, 2026, relating to the validity of the Shares to be issued and\nsold pursuant to the Sales Agreement, a copy of which is filed as Exhibit 5.1 to this Current Report."}