LTRX Lantronix Inc - 8-K

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