On May 8, 2026, Lantronix, Inc. (the "Company") entered into a Sales Agreement (the "Sales Agreement") with Needham & Company, LLC ("Needham") and Canaccord Genuity LLC ("Canaccord"), with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share (the "Common Stock"), having an aggregate offering price of up to $30,000,000 (the "Shares"), through either of Needham and Canaccord, each as its sales agent (together, the "Sales Agents").

 

Each time the Company wishes to issue and sell Shares under the Sales Agreement, the Company will notify either Sales Agent (the "Designated Agent") of the number or dollar value of Shares to be issued, the dates on which such sales are anticipated to be made, any minimum price below which sales may not be made and any other sales parameters as the Company deems appropriate. The Company is not obligated to sell any Shares under the Sales Agreement. Subject to the terms of the Sales Agreement, the Designated Agent may sell the Shares by any method that is deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made through The Nasdaq Capital Market or any other trading market for the Common Stock. The Sales Agents will use commercially reasonable efforts consistent with its normal trading and sales practices. Pursuant to the Sales Agreement, the Company will pay the Designated Agent a commission equal to 3% of the gross proceeds from each sale of Shares sold through the Designated Agent under the Sales Agreement.

 

The Company and/or each Sales Agent may terminate the Sales Agreement in accordance with the terms and conditions set forth therein.