Lantronix CFO Departs; Interim Appointed

TL;DR

Lantronix CFO Paul Senesac is out, Jonathan Miller steps in as interim CFO.

AI Summary

On August 9, 2024, Lantronix, Inc. announced the departure of its Chief Financial Officer, Paul W. Senesac, effective August 12, 2024. The company also announced the appointment of Jonathan R. Miller as interim CFO. Additionally, the company entered into a material definitive agreement related to compensatory arrangements for certain officers.

Why It Matters

A change in CFO can signal shifts in financial strategy or operational focus, potentially impacting investor confidence and future financial performance.

Risk Assessment

Risk Level: medium — CFO changes can introduce uncertainty regarding financial strategy and reporting, warranting closer investor scrutiny.

Key Players & Entities

• Lantronix, Inc. (company) — The reporting company
• Paul W. Senesac (person) — Departing Chief Financial Officer
• August 9, 2024 (date) — Date of report
• August 12, 2024 (date) — Effective date of CFO departure
• Jonathan R. Miller (person) — Appointed interim Chief Financial Officer

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock , $0.0001 par value LTRX The Nasdaq Stock Marke

Filing Documents

• lantronix_8k.htm (8-K) — 42KB
• lantronix_ex1001.htm (EX-10.1) — 124KB
• lantronix_ex9901.htm (EX-99.1) — 18KB
• 0001683168-24-005436.txt ( ) — 394KB
• ltrx-20240809.xsd (EX-101.SCH) — 3KB
• ltrx-20240809_lab.xml (EX-101.LAB) — 33KB
• ltrx-20240809_pre.xml (EX-101.PRE) — 22KB
• lantronix_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Lantronix, Inc. (the "Company") has entered into a cooperation agreement (the "Agreement") with 180 Degree Capital Corp. ("180 Degree Capital"), dated August 9, 2024, pursuant to which the Company has agreed, among other things, to (i) take all necessary action as promptly as practicable to nominate Narbeh Derhacobian and Kevin Palatnik (each a "New Director," and collectively, the "New Directors") for election to the Company's Board of Directors (the "Board") at the Company's 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting") and recommend, support and solicit proxies for the election of the New Directors at the 2024 Annual Meeting in the same manner as for the Company's other nominees at the 2024 Annual Meeting, and (ii) ensure that two directors serving on the Board as of the date preceding the date of the Agreement will not stand for re-election at the 2024 Annual Meeting. If any of the New Directors is unable or unwilling to serve as a director for any reason, resigns as a director or is removed as a director during the term of the Agreement, the Agreement includes certain procedures for the parties to identify and appoint a replacement person or persons (each, a "Replacement Appointee"). The Company's obligations with respect to the appointment of such Replacement Appointees are subject, among other things, to 180 Degree Capital beneficially owning at least 1% of the Company's then outstanding common stock at such time. During the term of the Agreement, the size of the Board shall be no greater than six members except with the approval of the Board which includes the approval or abstention of both New Directors. During the term of the Agreement, 180 Degree Capital will vote all of its shares of the Company (i) in favor of the election of each person nominated by the Board for election as a director; (ii) against the election as director of any person that is not approved and recommended by

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective as of the date of the Agreement, Jason Cohenour and Phu Hoang have agreed not to stand for re-election at the 2024 Annual Meeting in order to ensure the Company's compliance with the Agreement. Mr. Cohenour's and Mr. Hoang's decision not to stand for re-election at the 2024 Annual Meeting was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

01

Item 8.01. Other Events. The Company issued a press release on August 12, 2024, announcing the entry into the Agreement. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Cooperation Agreement, dated August 9, 2024, between the Company and 180 Degree Capital Corp. 99.1 104 Press Release of the Company dated August 12, 2024. Cover Page Interactive Data File (embedded within the Inline XBRL document). Important Additional Information Regarding Proxy Solicitation We intend to file a proxy statement and proxy card with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for our 2024 Annual Meeting (the "Proxy regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement for the 2024 Annual Meeting and other relevant documents to be filed with the SEC. Additional information regarding the participants and their respective interests in the Company by security holdings or otherwise is set forth under the captions "Corporate Governance and Board Matters", "Executive Compensation" and "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" in our proxy statement for the 2023 Annual Meeting of stockholders, filed with the SEC on October 2, 2023 (the "2023 Proxy Statement") and available at https://www.sec.gov/Archives/edgar/data/1114925/000114036123046348/ny20009953x1_def14a.htm. To the extent holdings of such participants in our securities have changed since the amounts described in the 2023 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial election at the 2024 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS O

SIGNATURES

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/ Jeremy Whitaker Jeremy Whitaker Chief Financial Officer Date: August 12, 2024 4

View Full Filing

View this 8-K filing on SEC EDGAR