UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):January 16, 2020
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.) |
| | | | | |
7535 Irvine Center Drive, Suite 100
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. ☐
Explanatory Note
In its Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 16, 2020 (the “Initial Report”), Lantronix, Inc. (“Lantronix”) reported that it completed the previously announced acquisition of Intrinsyc Technologies Corporation, a corporation existing under the laws of British Columbia (“Intrinsyc”), on January 16, 2020 (the “Closing Date”). Pursuant to the terms of the Arrangement Agreement, dated as of October 30, 2019 (the “Agreement”), by and between Lantronix and Intrinsyc, on the Closing Date, all of the outstanding common shares of Intrinsyc were acquired by Lantronix (the “Transaction”). Pursuant to the Agreement, Lantronix paid, in the aggregate, approximately $11 million in cash and issued approximately 4.3 million shares of common stock of Lantronix to Intrinsyc shareholders. This Current Report on Form 8-K/A amends the Initial Report to provide the historical financial statements and unaudited pro forma information required by Item 9.01(a) and (b) of Form 8-K. This Current Report on Form 8-K/A should be read in conjunction with the Initial Report.
| Item 9.01 | Financial Statements and Exhibits. |
(a)Financial statements of business acquired.
The audited consolidated financial statements of Intrinsyc and its subsidiaries as of and for the years ended December 31, 2018 and 2017, and the reviewed condensed consolidated financial statements as of and for the nine-months ended September 30, 2019 and 2018, and the notes related thereto, are attached hereto as Exhibits 99.2 and 99.3, respectively, and incorporated herein by reference.
(b)Pro forma financial information.
The unaudited pro forma condensed combined balance sheet as of December 31, 2019, and the pro forma condensed combined statements of operations for the year ended June 30, 2019 and the six-months ended December 31, 2019, and the notes related thereto, that give effect to the acquisition are attached hereto as Exhibit 99.4 and incorporated herein by reference.
(d) Exhibits.
Exhibit No. | | Description |
| | |
| 2.1 | | Arrangement Agreement dated October 30, 2019, by and between Lantronix and Intrinsyc (Incorporated by reference to Exhibit 2.1 to Lantronix’s Current Report on Form 8-K, filed with the SEC on November 1, 2019) |
| | | |
| 23.1 | | Consent of Independent Auditors. |
| | | |
| 99.1 | | Press Release, dated January 16, 2020. + |
| | | |
| 99.2 | | Audited consolidated financial statements of Intrinsyc as of and for the years ended December 31, 2018 and 2017. |
| | | |
| 99.3 | | Unaudited condensed consolidated financial statements of Intrinsyc as of September 30, 2019 and for the three and nine months ended September 30, 2019 and 2018. |
| | | |
| 99.4 | | Unaudited pro forma condensed combined balance sheet as of December 31, 2019 and unaudited pro forma condensed combined statements of operations for the year ended June 30, 2019 and six months ended December 31, 2019. |
+ Furnished with the Initial Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | LANTRONIX, INC. |
| | |
| March 27, 2020 | By: | /s/ Jeremy Whitaker |
| | | Jeremy Whitaker
Chief Financial Officer |
