Lantronix Enters Into Cooperation Agreement With 180 Degree Capital Corp.
12 Agosto 2024 - 1:00PM
Lantronix Inc. (NASDAQ: LTRX) (the “Company”), a global leader in
compute and connectivity IoT solutions, today announced that it has
entered into a cooperation agreement with Lantronix stockholder 180
Degree Capital Corp. (“180 Degree Capital”). Under the terms of the
agreement, Messrs. Narbeh Derhacobian and Kevin Palatnik will be
nominated for election to the Lantronix Board of Directors (the
“Board”) at the Company’s 2024 Annual Meeting of Stockholders. The
date of the Annual Meeting has not yet been announced.
“We take seriously our commitment to creating shareholder value
and to working collaboratively with shareholders to achieve that
goal,” said Saleel Awsare, Chief Executive Officer of Lantronix.
“Our relationship with 180 Degree Capital has been collegial and
productive, and we appreciate the opportunity to nominate
experienced technology leaders Narbeh Derhacobian and Kevin
Palatnik for election to our Board at the upcoming Annual
Meeting.”
“We would like to thank Saleel, his colleagues and the Board for
engaging in a constructive process that resulted in these
nominations,” said Daniel B. Wolfe, President of 180 Degree
Capital. “180 Degree Capital prides itself on working
collaboratively with management teams and boards of directors to
unlock value for all stakeholders of its investee public companies.
We were fortunate to work with Narbeh Derhacobian and Kevin
Palatnik during their tenures at a prior portfolio company, and we
look forward to their contributions helping to build value at
Lantronix.”
Pursuant to its agreement with the Company, 180 Degree Capital
has agreed to customary standstill and voting commitments, among
other provisions. The full agreement between Lantronix and 180
Degree Capital will be filed with the U.S. Securities and Exchange
Commission.
About Lantronix
Lantronix Inc. is a global leader in compute and connectivity
IoT solutions that target high-growth industries, including Smart
Cities, Automotive and Enterprise. Lantronix’s products and
services empower companies to achieve success in the growing IoT
markets by delivering customizable solutions that address each
layer of the IoT Stack. Lantronix’s leading-edge solutions include
Intelligent Substations infrastructure, Infotainment systems and
Video Surveillance, supplemented with advanced Out-of-Band
Management (OOB) for Cloud and Edge Computing.
For more information, visit the Lantronix website.
Forward-Looking Statements
This news release contains forward-looking statements, including
statements concerning our management’s expectations about the
future benefits of our entry into the Cooperation Agreement and the
election of the new directors to our Board. These forward-looking
statements are intended to qualify for the safe harbor from
liability established by the Private Securities Litigation Reform
Act of 1995. We have based our forward-looking statements on our
current expectations and projections about trends affecting our
business and industry and other future events. Although we do not
make forward-looking statements unless we believe we have a
reasonable basis for doing so, we cannot guarantee their accuracy.
Forward-looking statements are subject to substantial risks and
uncertainties that could cause our results or experiences, or
future business, financial condition, results of operations or
performance, to differ materially from our historical results or
those expressed or implied in any forward-looking statement
contained in this news release. Other factors which could have a
material adverse effect on our operations and future prospects or
which could cause actual results to differ materially from our
expectations include, but are not limited to: the effects of
negative or worsening regional and worldwide economic conditions or
market instability on our business, including effects on purchasing
decisions by our customers; our ability to mitigate any disruption
in our and our suppliers’ and vendors’ supply chains due to the
COVID-19 pandemic or other outbreaks, wars and recent conflicts in
Europe, Asia and the Middle East, hostilities in the Red Sea, or
other causes; our ability to successfully convert our backlog and
current demand; our ability to successfully implement our
acquisitions strategy or integrate acquired companies; uncertainty
as to the future profitability of acquired businesses, and delays
in the realization of, or the failure to realize, any accretion
from acquisition transactions; acquiring, managing and integrating
new operations, businesses or assets, and the associated diversion
of management attention or other related costs or difficulties; our
ability to continue to generate revenue from products sold into
mature markets; our ability to develop, market, and sell new
products; our ability to succeed with our new software offerings;
fluctuations in our revenue due to the project-based timing of
orders from certain customers; unpredictable timing of our revenues
due to the lengthy sales cycle for our products and services and
potential delays in customer completion of projects; our ability to
accurately forecast future demand for our products; delays in
qualifying revisions of existing products; constraints or delays in
the supply of, or quality control issues with, certain materials or
components; difficulties associated with the delivery, quality or
cost of our products from our contract manufacturers or suppliers;
risks related to the outsourcing of manufacturing and international
operations; difficulties associated with our distributors or
resellers; intense competition in our industry and resultant
downward price pressure; rises in inventory levels and inventory
obsolescence; undetected software or hardware errors or defects in
our products; cybersecurity risks; our ability to obtain
appropriate industry certifications or approvals from governmental
regulatory bodies; changes in applicable U.S. and foreign
government laws, regulations, and tariffs; our ability to protect
patents and other proprietary rights and avoid infringement of
others’ proprietary technology rights; issues relating to the
stability of our financial and banking institutions and
relationships; the level of our indebtedness, our ability to
service our indebtedness and the restrictions in our debt
agreements; the impact of rising interest rates; our ability to
attract and retain qualified management; and any additional factors
included in our Report on Form 10-K for the fiscal year ended June
30, 2023, filed with the Securities and Exchange Commission (the
“SEC”) on Sept. 12, 2023, including in the section entitled “Risk
Factors” in Item 1A of Part I of that report; in our Quarterly
Report on Form 10-Q for the fiscal quarter ended Mar. 31, 2024,
filed with the SEC on Apr. 29, 2024, including in the section
entitled “Risk Factors” in Item 1A of Part II of such report; and
in our other public filings with the SEC. In addition, actual
results may differ as a result of additional risks and
uncertainties of which we are currently unaware or which we do not
currently view as material to our business. For these reasons,
investors are cautioned not to place undue reliance on any
forward-looking statements. The forward-looking statements we make
speak only as of the date on which they are made. We expressly
disclaim any intent or obligation to update any forward-looking
statements after the date hereof to conform such statements to
actual results or to changes in our opinions or expectations,
except as required by applicable law or the rules of the Nasdaq
Stock Market LLC. If we do update or correct any forward-looking
statements, investors should not conclude that we will make
additional updates or corrections.
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 of
stockholders (the “Proxy Statement” and such meeting, the “2024
Annual Meeting”). The Company, our directors and certain of our
executive officers are participants in the solicitation.
Information 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 Ownership on Form 3 or Statements of Change in
Ownership on Form 4 filed with the SEC. Details concerning the
nominees of our Board of Directors for election at the 2024 Annual
Meeting will be included in the Proxy Statement. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE
SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT, THE
ACCOMPANYING PROXY CARD AND ANY AMENDMENTS AND SUPPLEMENTS THERETO
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These documents,
including the definitive Proxy Statement (and any amendments or
supplements thereto) and other documents filed by us with the SEC,
are available for no charge at the SEC’s website
at http://www.sec.gov and at our investor relations
website
at https://www.lantronix.com/investor-relations/sec-filings.
© 2024 Lantronix, Inc. All rights reserved. Lantronix is a
registered trademark. Other trademarks and trade names are those of
their respective owners.
Lantronix Media Contact:Gail
Kathryn MillerCorporate Marketing &Communications
Managermedia@lantronix.com949-212-0960
Lantronix Analyst and Investor
Contact:Jeremy WhitakerChief Financial
Officerinvestors@lantronix.com 949-450-7241
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