LANTRONIX INC 8-K

What Happened
LANTRONIX Inc. filed a Form 8‑K on May 8, 2026 announcing a Sales Agreement with Needham & Company, LLC and Canaccord Genuity LLC to conduct an at‑the‑market (ATM) offering of up to $30,000,000 of its common stock. The Company may, at its sole discretion, sell shares from time to time through either sales agent, including on The Nasdaq Capital Market, under its effective Form S‑3 registration (File No. 333‑284749).

Key Details

• Sales Agreement dated May 8, 2026 with Needham & Company, LLC and Canaccord Genuity LLC as sales agents.
• Aggregate offering size: up to $30,000,000 of common stock; Company has no obligation to sell any shares.
• Sales agent commission: 3% of gross proceeds on shares sold through the designated agent.
• Shares to be issued under the Company’s Form S‑3 (declared effective Feb 19, 2025) and a prospectus supplement filed May 8, 2026; O’Melveny & Myers LLP provided a legal opinion dated May 8, 2026.

Why It Matters
This ATM program gives LANTRONIX flexibility to raise capital quickly and opportunistically by selling shares into the market over time. For investors, any sales under the program would be dilutive to existing shareholders and will depend on timing, market conditions, and the Company’s decisions; the 3% selling commission and market execution could also affect net proceeds. The agreement does not commit the Company to raise funds, but it provides a ready mechanism to access equity capital if needed.