UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1527, 2025

LANTRONIX, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-16027	33-0362767
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

48 Discovery, Suite 250 Irvine, California 92618
(Address of Principal Executive Offices, including zip code)

Registrant’s telephone number, including area code: (949) 453-3990

Not Applicable
(Former name or former address, if changed since last report)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	LTRX	The Nasdaq Stock Market LLC

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 ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

Item 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On August 1527, 2025, Lantronix, Inc., a Delaware corporation (the “Company”), issued ~~together~~a ~~with~~press ~~its~~release ~~subsidiaries~~setting ~~Lantronix~~forth ~~Holding~~the Company,’s ~~Lantronix~~financial ~~Canada,~~results ~~ULC,~~for ~~Lantronix~~its ~~Technologies Canada~~fourth ~~(Taiwan)~~fiscal ~~Ltd.,~~quarter ~~Transition~~ended ~~Networks,~~June ~~Inc.~~30, ~~and Uplogix, Inc~~2025. ~~(collectively,~~A ~~the~~copy ~~“Borrowers”) entered into a Fourth Amended~~of ~~and Restated Loan and Security Agreement (~~the ~~“Loan~~press ~~Agreement”)~~release ~~with~~is ~~Silicon~~attached ~~Valley~~hereto ~~Bank,~~as aExhibit ~~division of First-Citizens Bank & Trust Company (the “Bank”)~~99.1. ~~The~~In ~~Loan~~addition, ~~Agreement provides the Company with~~ a ~~revolving~~transcript ~~credit facility~~ of upmanagement’s toprepared ~~$15,000,000, subject~~remarks tofor ~~customary borrowing base limitations. The revolving credit facility will be used to refinance~~ the ~~Borrowers~~Company’ ~~outstanding~~s ~~obligations~~fourth ~~owing~~quarter tofiscal ~~the~~2025 ~~Bank~~investor ~~under~~conference ~~that~~call ~~certain Third Amended~~ and ~~Restated~~audio ~~Loan and Security Agreement~~webcast, ~~dated~~scheduled ~~August~~for 2,:00 ~~2021, by and among the Borrowers and the Bank (as amended, the Prior Loan Agreement”), to pay related fees and expenses, and for working capital and general corporate purposes~~p. ~~The revolving credit facility is scheduled to mature on August 1, 2028~~m. ~~Borrowings~~Pacific ~~under~~Time ~~the revolving credit facility will bear interest on the outstanding principal equal to the greater of~~ (i) 5:00 p.0%m. ~~and~~Eastern ~~(ii~~Time) ~~the Prime Rate (as defined in~~on ~~the~~August ~~Loan~~27, ~~Agreement) plus a margin of 0.0% to 0.5%~~2025, ~~with~~is ~~the~~attached ~~applicable~~hereto ~~margin depending on the Company’s Liquidity (~~as ~~defined~~Exhibit ~~in the Loan Agreement)~~99.2.

InFollowing ~~addition,~~ the ~~Borrowers~~conference ~~are~~call, ~~obligated~~a toreplay ~~pay customary fees for facilities~~ of ~~this type and size. The Loan Agreement requires~~ the ~~Borrowers,~~webcast onwill abe ~~consolidated basis, to comply with~~available aon ~~minimum liquidity test. The Loan Agreement also includes customary representations and warranties and affirmative and negative covenants, including covenants that limit or restrict~~ the ~~Borrowers~~Company’s ~~and~~website ~~their~~at ~~subsidiaries’~~www.lantronix.com ~~ability~~for toone ~~incur~~year ~~liens~~from orthe ~~indebtedness, dispose~~date of ~~assets,~~the ~~make investments, make restricted payments, merge or consolidate, and enter into hedging arrangements~~call.

The ~~Loan~~information ~~Agreement~~furnished ~~includes~~under ~~customary~~this ~~events~~Item ~~of default~~2.02, including, ~~among~~Exhibits ~~other~~99.1 ~~things,~~and ~~non-payment defaults~~99.2, ~~covenant~~shall ~~defaults,~~not ~~bankruptcy~~be ~~and~~deemed ~~insolvency~~“filed” ~~defaults,~~for ~~and~~purposes ~~material~~of ~~judgment defaults.~~the IfSecurities ~~any~~Exchange ~~event~~Act of ~~default~~1934, ~~under~~as amended (the ~~Loan~~“Exchange ~~Agreement~~Act”), ~~occurs~~or (otherwise subject, into ~~certain~~the ~~instances~~liabilities of that section, tonor ~~specified~~shall ~~grace~~such orinformation ~~cure~~be ~~periods),~~deemed incorporated by reference in any filing under the ~~principal,~~Securities ~~interest~~Act ~~and~~of ~~any~~1933, ~~other~~as ~~monetary~~amended ~~obligations~~(the on“Securities ~~all~~Act”), or the ~~then~~Exchange ~~outstanding~~Act, ~~amounts~~except as ~~may~~shall ~~become~~be ~~due~~expressly ~~and~~set ~~payable~~forth ~~immediately~~by specific reference in such filing.

~~The~~Item foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, which is filed with this Current Report on Form 8-K as Exhibit 107.101. ~~and~~Regulation ~~incorporated~~FD ~~herein by reference~~Disclosure.

The information disclosed in Item 2.~~03.~~02 ~~Creation~~ of athis ~~Direct~~Current ~~Financial~~Report ~~Obligation~~on orForm 8-K anis ~~Obligation~~incorporated ~~under~~by anreference ~~Off-Balance~~into ~~Sheet~~this ~~Arrangement~~Item ~~of a Registrant~~7.01.

The information ~~set~~furnished ~~forth~~pursuant ~~above~~to ~~under~~this Item 1 7.01 isshall ~~hereby~~not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference ~~into~~in ~~this~~any ~~Item~~filing under 2the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.~~03.~~

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Fourth Amended and Restated Loan and Security Agreement with Silicon Valley Bank, dated August 15, 2025, by and between Lantronix, Inc., Lantronix Holding Company, Lantronix Canada, ULC, Lantronix Technologies Canada (Taiwan) Ltd., Transition Networks, Inc., and Uplogix, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.		Description
99.1		Press Release, dated August 27, 2025, reporting the Company’s financial results for the fourth fiscal quarter ended June 30, 2025.
99.2		Transcript of management’s prepared remarks for fourth quarter fiscal 2025 investor conference call and audio webcast, scheduled for August 27, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	By:		/s/ Brent Stringham
			Brent Stringham Chief Financial Officer

Date: August 2127, 2025

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