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Item 9A. Controls and Procedures

2021-08-27 compared with 2020-09-11 · 857 added, 983 removed, 493 unchanged (79% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in

Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that

are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the SEC’s rules and forms and that this information is accumulated

and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for

timely decisions regarding required disclosure.

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in our reports under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that this

information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,

to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management

recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of

achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship

of possible controls and procedures.

Our management, with the participation of our Chief Executive

Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2020.

Based on the evaluation of our disclosure controls and procedures as of June 30, 2020, our Chief Executive Officer and Chief Financial

Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial

Our management is responsible for establishing and maintaining

adequate “internal control over financial reporting,”

as defined in Rule 13a-15(f) under the Exchange Act.

Our management

conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2020 based on the

criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

Based on the assessment, our management has concluded that our internal control over financial reporting

was effective as of June 30, 2020.

Exemption from Attestation Report of Independent Registered

Public Accounting Firm

recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving

the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible

controls and procedures.

Our management, with the participation of our Chief Executive Officer

and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2021.

evaluation of our disclosure controls and procedures as of June 30, 2021, our Chief Executive Officer and Chief Financial Officer concluded

that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate

“internal control over financial reporting,” as defined in Rule 13a-15(f) under the Exchange Act.

Our management conducted

an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2021 based on the criteria set forth

in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the assessment, our management has concluded that our internal control over financial reporting was effective as of June 30,

Exemption from Attestation Report of Independent Registered Public

Accounting Firm

This Report does not include an attestation report of our independent

registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject

to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide

only Management’s Report because we are a non-accelerated filer.

Management’s report was not subject to attestation

by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only Management’s

Report because we are a non-accelerated filer.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial

reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred

during the quarter ended June 30, 2020 that materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

There were no changes in our internal control over financial reporting

identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter

ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial

Although we have modified our workplace practices globally due to the COVID-19 pandemic, resulting in many of our employees

working remotely since March 2020, this has not materially affected our internal controls over financial reporting.

We continue to monitor

and assess the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.

OTHER INFORMATION

Portions of our definitive Proxy Statement on Schedule 14A relating

to our 2020 annual meeting of stockholders, which will be filed with the SEC within 120 days after the end of the fiscal year covered

by this Report, are incorporated by reference into Part III of this Report, as indicated below.

to our 2021 annual meeting of stockholders (“Proxy Statement”), which will be filed with the SEC within 120 days after the

end of the fiscal year covered by this Report, are incorporated by reference into Part III of this Report, as indicated below.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The names of our executive officers and their ages, titles and

biographies as of the date hereof are set forth in Item 1 in the section entitled “Information About Our Executive Officers”

in Part I, Item 1 of this Report, which is incorporated herein by reference.

The names of our executive officers and their ages, titles and biographies

as of the date hereof are set forth in Item 1 in the section entitled “Information About Our Executive Officers” in Part I,

Item 1 of this Report, which is incorporated herein by reference.

We have adopted a code of business conduct and ethics that applies

to all employees, including employees of our subsidiaries, as well as each member of our Board of Directors.

The code of business

conduct and ethics is available at our website at www.lantronix.com under the Investor Relations-Corporate Governance section.

We intend to satisfy any disclosure requirement under applicable rules of the SEC or Nasdaq Stock Market regarding an amendment

to, or waiver from, a provision of this code of business conduct and ethics by posting such information on our website, at the

web address specified above.

The other information required by this Item is incorporated

by reference to our Proxy Statement on Schedule 14A relating to our 2020 annual meeting of stockholders.

The code of business conduct

and ethics is available at our website at www.lantronix.com under the Investor Relations-Corporate Governance section.

We intend to satisfy

any disclosure requirement under applicable rules of the SEC or Nasdaq Stock Market regarding an amendment to, or waiver from, a provision

of this code of business conduct and ethics by posting such information on our website, at the web address specified above.

The other information required by this Item is incorporated by reference

to our Proxy Statement.

EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference

to our Proxy Statement on Schedule 14A relating to our 2020 annual meeting of stockholders.

to our Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference

to our Proxy Statement on Schedule 14A relating to our 2020 annual meeting of stockholders.

to our Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference

to our Proxy Statement on Schedule 14A relating to our 2020 annual meeting of stockholders.

to our Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference

to our Proxy Statement on Schedule 14A relating to our 2020 annual meeting of stockholders.

to our Proxy Statement.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

The following consolidated financial statements and related

Report of Independent Registered Public Accounting Firm are filed as part of this Report.

The following consolidated financial statements and related Report

of Independent Registered Public Accounting Firm are filed as part of this Report.

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Consolidated Statements of Operations for the fiscal years ended June 30, 2021 and 2020

Consolidated Statements of Stockholders’

Equity for the fiscal years ended June 30, 2020 and 2019

Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, 2021 and 2020

Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2021 and 2020

21 unchanged sentences

Lantronix, Inc.

2013 Employee Stock Purchase Plan