What changed in this filing

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Item 1. Business

2024-09-09 compared with 2023-09-12 · 264 added, 218 removed, 66 unchanged (88% of the section changed)

Lantronix, Inc.

is a global Industrial and Enterprise internet of things

(“IoT”) provider of solutions that target high growth applications in specific verticals such as Smart Grid, Intelligent Transportation,

Smart Cities, and AI Data Centers.

Building on a long history of Networking and video processing competence, target applications include

Intelligent Substations infrastructure, Infotainment systems, and Video Surveillance, supplemented with a comprehensive Out of Band Management

(“OOB”) products offering for Cloud and Edge Computing.

We organize our portfolio of services into the following product lines:

Embedded IoT Modules, IoT Systems Solutions, and Software and Services.

We were incorporated in California in 1989 and reincorporated in Delaware

References in this Report to “fiscal 2023” refer to the fiscal

year ended June 30, 2023 and references to “fiscal 2022” refer to the fiscal year ended June 30, 2022.

In addition, unless

the context suggests otherwise, all reference in this Report to the “Company,” “we,” and “us,” refer

to Lantronix, Inc.

is a global leader in compute

and connectivity solutions, targeting high-growth industries such as Smart Cities, Automotive, and Enterprise markets.

Our products and

services empower companies to capitalize on the expanding internet of things (“IoT”) market by delivering customizable solutions

that address each layer of the IoT stack.

Our portfolio is organized into three primary

product lines:

Embedded IoT Solutions, IoT Systems Solutions, and Software and Services.

Each product line is designed to meet the demands

of scalable, secure, and reliable IoT deployments.

References in this Report to “fiscal 2024” refer to

the fiscal year ended June 30, 2024, and references to “fiscal 2023” refer to the fiscal year ended June 30, 2023.

addition, unless the context suggests otherwise, all references in this Report to the “Company,” “we,”

“our” and “us,” refer to Lantronix, Inc.

together with its subsidiaries.

Today, more businesses are seeking to streamline their operations by connecting

their Operational Technology (“OT”) Infrastructure equipment to the Internet, manage it remotely, and reduce costs.

in the IoT and OOB markets is being driven by the growing importance of data analytics, and the rapidly falling cost of sensors, connectivity,

compute, and storage.

Designing and deploying these projects is complex, costly and time-consuming.

Our products are

designed to help companies increase speed and reduce the complexity of their deployments by offering our customers customizable solutions,

that address each layer of the IoT Stack, such as Collect, Connect, Compute, Control and Comprehend.

We are executing on a growth strategy that includes continuous innovation

supplemented by strategic acquisitions with the intent of increasing our scale and broadening our scope so that we can increase our value

proposition to customers.

We believe this strategy will allow us to address a larger portion of our customers’ operational needs

and engage with them as a strategic partner.

This strategy is starting to bear fruits as we continue to strengthen our position in the

market and more customers come to us for a wider variety of applications.

We focus on three high-potential

vertical markets - smart cities, automotive and infotainment, and enterprise.

We position ourselves in these markets to deliver complete

solutions encompassing our hardware, software, device management, and design services to meet the evolving needs of our customers and

address each layer of the IoT stack.

Below are customer examples that highlight our impact:

· Smart Cities:

We are partnering with a Smart Grid customer that deploys their solutions to enhance

grid resiliency and flexibility through intelligence at the edge.

We supply this customer an entire solution than includes our edge compute

and connectivity solutions as well as our design services.

This engagement underscores the ongoing value and scalability of our solutions

within the growing smart city infrastructure market.

· Automotive:

Lantronix is driving innovation in the automotive sector with our edge computing solution,

currently powering infotainment systems in volume production for a Turkish automotive manufacturer.

Our relationship with this customer

is expanding as we support the launch of a second vehicle, with plans for market entry into Germany and other European regions.

Additionally,

we are focusing on opportunities with other Tier II & III original equipment manufacturers (“OEMs”) in the auto, truck,

and motorcycle segments, further broadening our footprint in the mobility ecosystem.

· Enterprise:

In the financial sector, we provide solutions to a Tier 1 banking customer to enhance

network resiliency using our Out-of-Band Management offerings.

Our hardware and software offerings provide secure alternative pathways

for critical infrastructure, including servers, networks, and routers.

These solutions not only bolster cybersecurity and tracking but

also improve operational efficiency through enhanced automation, uptime, and resiliency.

Our growth strategy centers on continuous innovation

and strategic acquisitions designed to increase scale, broaden our scope, and enhance our value proposition.

This approach allows us to

address a broader spectrum of our customers’ operational needs, positioning Lantronix as a strategic partner rather than just a

Our acquisitions and innovations have expanded our capabilities in key areas such as intelligent infrastructure and connected

automotive solutions, driving deeper customer engagement and market penetration.

By focusing on these strategic priorities, we

continue to strengthen our competitive position and attract new customers across a wide variety of applications.

Looking ahead, we plan

to capitalize on market opportunities by further enhancing our product offerings, expanding geographically, and pursuing targeted acquisitions

that align with our long-term growth objectives.

Products and Solutions

Embedded IoT Modules

This portfolio of embedded products provides a variety of options including

Compute System-on-Module (“SOM”) or System-in-Package (“SIP”) solutions supplemented with wired and wireless network

Connectivity products.

As the level of silicon integration continues to grow, the compute modules also provide the ability to Collect

digital information (Video, Audio or Sensors) and analyze/comprehend the data streams based on specific AI/ML algorithms.

The new implementations

of SIP devices can process multiple media streams with CV (Computer Vision) technology and the modules can be Controlled remotely via

ConsoleFlow™, Lantronix’s Cloud SaaS platform.

Our IoT compute products typically are embedded into a customer new product

design, enabling advanced application functionality at the edge.

These products include application processing that delivers compute to

meet customer needs for data transformation, computer vision, machine learning, augmented / virtual reality, audio / video aggregation

and distribution, and custom applications at the edge.

Many of the products are offered with software tools intended to further accelerate

our customers’ time-to-market and increase their value add.

Most of our IoT embedded products are pre-certified in a number of countries

thereby significantly reducing our original equipment manufacturer (“OEM”) customers’ regulatory certification costs

and accelerating their time-to-market.

The following product families are included in our Embedded IoT Solutions

product line:

Open-Q SOMs and SIPs, XPort®, XPort® Pro, WiPort®, Development Kits, xPico®, xPico® Wi-Fi, NICS, Optical

SFPs, PremierWave® EN, and PremierWave® XC.

Embedded IoT Solutions

Our portfolio of embedded products provides a comprehensive range of

options, including Compute System-on-Module (“SOM”) and System-in-Package (“SIP”) solutions, complemented by wired

and wireless network connectivity products.

As the level of silicon integration continues to advance, our compute modules offer the capability

to collect, analyze, and interpret digital information (e.g., Video, Audio or Sensor data) using specialized artificial intelligence (“AI”)/machine

learning algorithms.

Our latest SIP devices are designed to process multiple media streams

using Computer Vision (CV) technology, enabling sophisticated edge analytics.

These modules are remotely managed via Percepxion™,

Lantronix’s Cloud IoT Edge Solution software, offering seamless control and monitoring.

Typically embedded into customer product

designs, Lantronix’s IoT compute products provide application processing that enables edge solutions for data transformation, computer

vision, machine learning, augmented/virtual reality, and custom applications.

Our products are designed with customer needs in mind, offering pre-certified

solutions across multiple regions, significantly reducing regulatory certification costs and expediting time-to-market for OEM customers.

Additionally, Lantronix provides software tools that further accelerate development, empowering customers to quickly bring their products

to market while enhancing their overall value proposition.

Our embedded IoT modules serve a wide range of applications, from industrial

automation and automotive systems to smart city infrastructure, positioning us as a leading provider of flexible and scalable solutions

in the growing IoT market.

IoT System Solutions

The IoT Systems Solutions portfolio consists of fully functional standalone

systems that provide routing, switching or gateway functionalities as well as Telematics and media conversion.

These products include

wired and wireless connections that enhance the value and utility of modern electronic systems and equipment by providing secure network

connectivity, power for IoT end devices through Power over Ethernet (“PoE”), application hosting, protocol conversion, media

conversion, secure access for distributed IoT deployments and many other functions.

Most of our IoT System products are pre-certified

in a number of countries thereby significantly reducing our original equipment manufacturer (“OEM”) customers’ regulatory

certification costs and accelerating their time-to-market.

Our PoE products support remote devices such as cameras and wireless access

points by passing electrical power along with data on Ethernet cabling, eliminating the need for traditional AC/DC electrical power in

hard-to-reach locations.

As more cities move to implement smart city technology, a major component will be solutions designed to protect

and provide services to citizens, such as intelligent transportation and surveillance networks.

Our switches deliver the necessary connectivity,

bandwidth and power to enable these solutions.

Many of our products incorporate features to perform advanced levels of fault management

and diagnostics to troubleshoot networks and proactively fix problems.

Our media converters and other customer premise equipment (“CPE”)

assist customers in resolving challenges in the areas of bandwidth constraints, security risks, and distance limitations as networks extend

from local area to wide area networks and adapt to ever increasing end-user demands.

Our IoT Systems Solutions portfolio a wide range of fully functional

standalone systems that provide routing, switching or gateway functionalities as well as telematics and media conversion.

These products

include wired and wireless connections that enhance the value and utility of modern electronic systems and equipment by providing secure

network connectivity, power for IoT end devices through Power over Ethernet (“PoE”), application hosting, protocol conversion,

media conversion, secure access for distributed IoT deployments and many other functions By offering pre-certified products across multiple

regions, Lantronix significantly reduces OEM customers’ regulatory certification costs and speeds up their time-to-market.

Our PoE products support remote devices such as cameras and wireless

access points by passing electrical power along with data on Ethernet cabling, eliminating the need for traditional AC/DC electrical power

in hard-to-reach locations.

As the adoption of smart city technologies accelerates, our switches provide the critical connectivity, bandwidth,

and power needed to support intelligent transportation systems and surveillance networks that safeguard citizens.

Our products also incorporate features to perform advanced levels of

fault management and diagnostics to troubleshoot networks and proactively fix problems.

Its media converters and other customer premise

equipment (“CPE”) assist customers in resolving challenges in the areas of bandwidth constraints, security risks and distance

limitations as networks extend from local area to wide area networks and adapt to ever-increasing end-user demands.

Our smart tracking devices are designed to deliver robust data logging

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Our telematics devices are designed to

be flexible in the field and offer a variety of connectivity options to suit the customers’ needs across 3G, 4G, and LTE cellular

be flexible in the field while offering a variety of connectivity options to suit the customers’ needs across 4G, 5G and LTE cellular

These power-efficient products are designed to support communications across interfaces and industrial protocols for vehicle,

fleet and asset tracking and management.

Many of the products are offered with software tools intended to further accelerate our customers’

time-to-market and increase their value add.

Most of our IoT Telematics products are pre-certified in a number of countries thereby significantly

reducing our OEM customers’ regulatory certification costs and accelerating their time-to-market.

As Edge Computing deployment accelerates, OOB Management allows for

full comprehension and control of a remote IT infrastructure, across a range of sensors (e.g., temperature, humidity, light,

acceleration, open / close, etc.) providing status and alerting, enabling automation, and remote control of devices, servers, and

end stations.

OOB is a technique that uses a dedicated management network to access critical infrastructure components and ensure

production independent connectivity.

Remote Management allows organizations to effectively monitor and control their enterprise IT

equipment and facilities (environments), either in or out of band, optimizing their IT support resources.

Our AOOB (“Advanced OOB”) product line includes console management,

power management, and IP connected keyboard-video-mouse (commonly referred to as “IPKVM”) products that provide remote access

to IT and networking infrastructure deployed in test labs, data centers, branch offices, remote sites, and server rooms.

The following product families are included in IoT System Solutions product

EDS, EDS-MD, xPress™, xDirect®, E21x, E22x, G52x, X30x, Bolero4x, FOX3-4G, FOX4, SGX™, SLB ™ , SLC ™ 8000,

Spider ™ , UDS, EMG ™ , S40 and PoE Switches.

In addition, we offer non-PoE Network Switches and Media Converters.

Many of the products are offered with software tools intended to further accelerate Lantronix

customers’ time-to-market and increase their value add.

Our IoT Telematics products are pre-certified in a number of countries,

significantly reducing its OEM customers’ regulatory certification costs and accelerating their time-to-market.

As Edge Computing deployment accelerates, Out-of-Band (OOB) Management

allows for full comprehension and control of remote information technology (“IT”) infrastructure across a range of sensors

(e.g., temperature, humidity, light, acceleration, open/close, etc.), providing status and alerting while enabling automation and remote

control of devices, servers and end stations.

OOB uses a dedicated management network to access critical infrastructure components and

ensure production-independent connectivity.

Remote Management allows organizations to effectively monitor and control their enterprise

IT equipment and facilities (environments), either in or out of band, optimizing their IT support resources.

Our Advanced OOB (“AOOB”) product line includes console

management, power management and IP-connected keyboard-video-mouse (commonly referred to as “IPKVM”) products that provide

remote access to IT and networking infrastructure deployed in test labs, data centers, branch offices, remote sites and server rooms.

Software and Engineering Services

Our SaaS platform provides single pane of glass management for REM and

IoT deployments.

Our platform enables customers to easily deploy, monitor, manage, and automate across their global deployments, all from

a single platform login, virtually connected as though directly on each device.

Our platform eliminates the need to have 24/7 personnel

on site and makes it easy to see and drill into an issue quickly, even in large scale deployments.

OEMs and System Integrators (“SI”) can leverage our platform

multitenancy functionality for supporting a wide customer base while ensuring customer separation.

Over the Air (“OTA”) updates

make it easy to ensure the latest security patches, firmware, and configurations are deployed and functional.

We leverage our engineering expertise and product development best practices

to deliver high quality, innovative products, cost-effectively and on time.

Our engineering services flexible business model allows for choosing turnkey

product development or team augmentation for accelerating complex areas of product development such as;

camera development and tuning,

voice control, machine learning, artificial intelligence, computer vision, augmented / virtual reality, mechanical and radio-frequency

design, thermal and power optimization, or in any specific area a customer needs assistance.

Our SaaS platform offers comprehensive single-pane-of-glass management

for OOB and IoT deployments.

Our platform enables customers to easily deploy, monitor, manage and automate across their global deployments,

all from a single platform login, virtually and seamlessly connected as if located directly on each device.

Our platform eliminates the

need to have 24/7 personnel on site and makes it easy to observe and address issues quickly, even in large-scale deployments.

For OEMs and System Integrators (“SI”) our platform offers

multitenancy functionality for supporting a broad customer base while ensuring customer separation and data security.

Over the Air (“OTA”)

updates, streamlines the process of security patches, firmware upgrades and configuration changes, keeping devices up to date and secure.

We leverage our deep engineering expertise and product development

best practices to deliver high-quality, innovative products cost-effectively and on schedule.

Our engineering services model is flexible,

offering either turnkey product development or team augmentation to accelerate complex product development challenges, such as camera

tuning, voice control, machine learning, AI, computer vision, augmented/virtual reality, and more.

In addition to our production-ready edge computing solutions, we offer

experienced multidisciplinary engineering services across complete aspects of IoT product development, including hardware engineering,

software engineering, mechanical engineering, rapid prototyping, and quality assurance.

We also offer services for mechanical, hardware,

and software engineering for camera, audio, and artificial intelligence / machine learning development.

The following product families are included in our Software & Services

product line:

Engineering Services, ConsoleFlow™, Control Center and Level Services.

experienced multidisciplinary engineering services across complete aspects of IoT product development, including hardware, software, mechanical

engineering, rapid prototyping, and quality assurance.

Our specialized services also extend to camera, audio, and AI/ML development, ensuring

our customers can bring cutting-edge products to market faster and with greater reliability.

Our engineering design services are a key component

of our business model, enabling clients to accelerate product development and market readiness.

The services focus on designing and developing

high-quality, innovative IoT and embedded solutions.

We leverage extensive expertise in hardware and software engineering to provide custom

designs for complex applications, helping customers reduce costs and time-to-market while improving performance and reliability.

Our design services are especially valuable in the

development of IoT systems, remote management solutions, and edge computing applications.

Our engineering teams have experience across

a range of technologies, including embedded systems, wireless connectivity, and custom hardware.

By integrating these design services,

we offer end-to-end support, from concept through to manufacturing, allowing businesses to focus more on core operations while still achieving

advanced technological outcomes.

This strategy positions us as a go-to partner for companies needing specialized

engineering capabilities for industrial, automotive, medical, and other high-tech applications.

Net Revenue by Product Line

We have one operating and reportable business segment.

A summary of our

net revenue by product line is found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

our net revenue by product line is found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

included in Part II, Item 7 of this Report, which is incorporated herein by reference.

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incorporated herein by reference.

Our embedded IoT solutions are typically designed into products by OEMs,

original design manufacturers (“ODMs”) and contract manufacturers.

OEMs design and sell products under their own brand that

are either manufactured by the OEM in-house or by third-party contract manufacturers.

ODMs design and manufacture products for third parties,

which then sell those products under the third parties’ brands.

The design cycles using our embedded solutions typically range from

nine to 24 months and can generate revenue for the entire life cycle of an end user’s product.

Our IoT System Solutions are typically sold to end users through value

added resellers (“VARs”) systems integrators, distributors, online retailers and, to a lesser extent, OEMs.

The design cycles

for these products typically range from three to 18 months and are often project-based.

Our embedded IoT solutions are typically designed into products by

OEMs, original design manufacturers (“ODMs”) and contract manufacturers.

OEMs design and sell products under their own brand

that are either manufactured by the OEM in-house or by third-party contract manufacturers.

ODMs design and manufacture products for third

parties, which then sell those products under the third parties’ brands.

The design cycles using our embedded solutions typically

range from nine to 24 months and can generate revenue for the entire life cycle of an end user’s product.

Our IoT System Solutions are typically sold to end users through value-added

resellers (“VARs”), systems integrators, distributors, online retailers and, to a lesser extent, OEMs.

The design cycles for

these products typically range from three to 18 months and are often project-based.

Sales Channels

A majority of our sales are made through distributors.

Distributors resell

our products to a wide variety of resellers and end customers including OEMs, ODMs, value-added resellers (“VARs”), systems

integrators, consumers, online retailers, IT resellers, corporate customers and government entities.

resell our products to a wide variety of resellers and end customers including OEMs, ODMs, VARs, systems integrators, consumers, online

retailers, IT resellers, corporate customers and government entities.

Our products are sold by industry-specific system integrators and VARs,

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and Amazon.com.

To a lesser extent, we sell products directly to larger OEMs and end users.

We also maintain an ecommerce site for direct sales.

We sell products directly to larger OEMs and end users.

We also maintain

an ecommerce site for direct sales.

Sales and Marketing

We sell our products primarily through an internal sales force, which includes

regional sales managers, inside sales personnel and field applications engineers in major regions throughout the world.

This team manages

our relationships with our partners and end users, identifies and develops new sales opportunities and increases penetration at existing

We implement marketing programs, tools and services, including displaying our products at industry-specific events, to generate

sales leads and increase demand for our products.

We sell our products primarily through an internal sales force, which

includes regional sales managers, inside sales personnel and field applications engineers in major regions throughout the world.

team manages our relationships with our partners and end users, identifies and develops new sales opportunities and increases penetration

at existing accounts.

We implement marketing programs, tools and services, including displaying our products at industry-specific events,

to generate sales leads and increase demand for our products.

Manufacturing

Our manufacturing operations are primarily conducted through five third-party

Our manufacturing operations are currently conducted through five third-party

contract manufacturers.

We currently utilize Hana Microelectronics, primarily located in Thailand and China, Honortone, primarily located

in China, Ruby Tech and Info-Tek in Taiwan, and Tailyn in China as our contract manufacturers for most of our products.

In addition, we

use Marvell Technology Inc., to manage the manufacture of our large-scale integration chips in Taiwan.

We manufacture certain products

with final assembly in the U.S.

in China, and Tailyn and Info-Tek in Taiwan as our contract manufacturers for most of our products.

In addition, we use Marvell Technology

Inc., to manage the manufacture of our large-scale integration chips in Taiwan.

We manufacture certain products with final assembly in

to meet trade compliance requirements.

Our contract manufacturers source raw materials, components and

integrated circuits, in accordance with our specifications and forecasts, and perform printed circuit board assembly, final assembly,

Our contract manufacturers source raw materials, components

and integrated circuits, in accordance with our specifications and forecasts, and perform printed circuit board assembly, final assembly,

functional testing and quality control.

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Research and Development

Our research and development efforts are focused on the development of

hardware and software technology to differentiate our products and enhance our competitive position in the markets we serve.

Product research

and development is primarily performed in-house and supplemented with outsourced resources.

Our research and development efforts are focused on the development

of hardware and software technology to differentiate our products and enhance our competitive position in the markets we serve.

research and development is primarily performed in-house and supplemented with outsourced resources.

Our industry is highly competitive and characterized by rapid technological

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Intellectual Property Rights

We believe that a considerable portion of our value resides in our intellectual

We have developed proprietary methodologies, tools, processes and software in connection with delivering our products and services.

We protect our intellectual property through a combination of patents, copyrights, trademarks, trade secrets, licenses, non-disclosure

agreements and contractual provisions.

We enter into a non-disclosure and confidentiality agreement with each of our employees, consultants

and third parties that have access to our proprietary technology.

Pursuant to assignment of inventions agreements, all of our employees

and consultants assign to us all intellectual property rights for the relevant inventions created in connection with their employment

or contract with us.

We believe that a considerable portion of our value resides in our

intellectual property.

We have developed proprietary methodologies, tools, processes and software in connection with delivering our products

and services.

We protect our intellectual property through a combination of patents, copyrights, trademarks, trade secrets, licenses,

non-disclosure agreements and contractual provisions.

We enter into a non-disclosure and confidentiality agreement with each of our employees,

consultants and third parties that have access to our proprietary technology.

Pursuant to assignment of inventions agreements, all of

our employees and consultants assign to us all intellectual property rights for the relevant inventions created in connection with their

employment or contract with us.

We currently hold U.S.

and international patents covering various aspects of our products, with additional patent

applications pending.

and international patents covering various aspects of our products, with additional

patent applications pending.

and Foreign Government Regulation

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export restrictions.

As of August 18, 2023, we had 370 total employees including 357 full time

employees, none of whom is represented by a labor union.

We have not experienced any labor problems resulting in a work stoppage and believe

we have good relationships with our employees.

As of August 19, 2024, we had 373 total employees including 367 full

time employees, none of whom is represented by a labor union.

We have not experienced any labor problems resulting in a work stoppage

and believe we have good relationships with our employees.

Customer and Geographic Concentrations

We conduct our business globally and manage our sales teams by three geographic

We conduct our business globally and manage our sales teams by three

geographic regions:

the Americas;

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and Asia Pacific Japan (“APJ”).

of sales to our significant customers and related parties, sales within geographic regions as a percentage of net revenue and sales to

significant countries as a percentage of net revenue is set forth in Note 11 of Notes to Consolidated Financial Statements included in

Part II, Item 8 of this Report, which is incorporated herein by reference.

A discussion of factors potentially affecting our customer

and geographic concentrations is set forth in “Risk Factors” included in Part I, Item 1A of this Report, which is incorporated

herein by reference.

discussion of sales to our significant customers and sales within geographic regions is set forth in Notes 2 and 11 of Notes to Consolidated

Financial Statements included in Part II, Item 8 of this Report, which is incorporated herein by reference.

A discussion of factors potentially

affecting our customer and geographic concentrations is set forth in “Risk Factors” included in Part I, Item 1A of this Report,

which is incorporated herein by reference.

Available Information

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Exchange Act of 1934, as amended (the “Exchange Act”) are available free of charge on our website at www.lantronix.com as

soon as reasonably practicable after filing or furnishing such reports with the SEC.

The SEC also maintains a website at www.sec.gov that

contains reports, proxy and information statements, and other information regarding issuers that file electronically.

The contents of

our website are not incorporated by reference into this Report.

References to our website address in this Report are inactive textual

references only.

soon as reasonably practicable after filing or furnishing such reports with the Securities and Exchange Commission (the “SEC”).

The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding

issuers that file electronically.

The contents of our website are not incorporated by reference into this Report.

References to our website

address in this Report are inactive textual references only.

Information About Our Executive Officers

Executive officers serve at the discretion of our board of directors

are no family relationships between any of our directors or executive officers.

The following table presents the names, ages, and positions

held by our executive officers as of the date of this Report:

Interim Chief Executive Officer and Chief Financial Officer

Vice President of Engineering

Roger Holliday

(the “Board”).

There are no family relationships between any of our directors or executive officers.

The following table presents

the names, ages, and positions held by our executive officers as of the date of this Report:

Saleel Awsare

President and Chief Executive Officer

Chief Financial Officer

Mathi Gurusamy

Chief Strategy Officer

Vice President of Worldwide Sales

WHITAKER has served as our interim Chief Executive Officer

since June 2023 and our Chief Financial Officer since September 2011.

Whitaker returned to Lantronix after serving as Vice President,

Corporate Controller at Mindspeed, a supplier of semiconductor solutions for network infrastructure, from January 2011 to September 2011.

Whitaker previously served as our Vice President of Finance and Accounting from September 2010 to January 2011, where he was responsible

for managing all worldwide finance and accounting functions.

Whitaker also served as our Senior Director of Finance and Accounting

from February 2006 to September 2010 and our Director of Finance and Accounting from August 2005 to February 2006.

Prior to August 2005,

Whitaker held vice president and director level finance and accounting positions with two publicly-traded companies and worked in

the assurance practice at Ernst & Young LLP for six years.

ERIC BASS has served as our Vice President

of Engineering since January 2023.

SALEEL AWSARE has served as our President and Chief Executive Officer,

and as a member of our Board, since November 2023.

Awsare served as Senior Vice President and General Manager of the Enterprise and Mobile

Division of Synaptics Incorporated, a developer of human interface hardware and software, from September to November 2023.

Prior to that,

Awsare served as Senior Vice President and General Manager of the PC and Peripherals Unit of Synaptics from August 2020 to September

Senior Vice President and General Manager of Synaptics’s IoT Division from April 2019 to July 2020;

and Senior Vice President

of Corporate Marketing & Investor Relations at Synaptics from October 2018 until April 2019.

Prior to joining Synaptics as Corporate

Vice President and General Manager of Audio & Imaging Products in August 2017, Mr.

Awsare was President of Conexant Systems, LLC,

a software developer and fabless semiconductor company, from March 2016 until Conexant’s acquisition by Synaptics in August 2017,

and Conexant’s Senior Vice President & General Manager of Audio & Imaging from April 2012 to March 2016.

Prior to joining

Conexant, Mr.

Awsare served as President of U.S.

Operations and General Manager of Audio & Voice Solutions of Nuvoton Technology Corporation,

a Taiwan-based semiconductor company, from December 2008 to March 2012.

WHITAKER has served as our Chief Financial Officer since

September 2011 and served as our interim Chief Executive Officer from June 2023 until Mr.

Awsare’s appointment in November 2023.

Whitaker returned to Lantronix after serving as Vice President, Corporate Controller at Mindspeed, a supplier of semiconductor solutions

for network infrastructure, from January 2011 to September 2011.

Whitaker previously served as our Vice President of Finance and Accounting

from September 2010 to January 2011, where he was responsible for managing all worldwide finance and accounting functions.

also served as our Senior Director of Finance and Accounting from February 2006 to September 2010 and our Director of Finance and Accounting

from August 2005 to February 2006.

Prior to August 2005, Mr.

Whitaker held vice president and director level finance and accounting positions

with two publicly-traded companies and worked in the assurance practice at Ernst & Young LLP for six years.

MATHI GURUSAMY has served as our Chief Strategy Officer since May 2024.

Prior to joining Lantronix, Mr.

Bass held the position of Director of Strategic Programs at Intrinsix

Corp., a provider of electronics and custom integrated circuit design engineering solutions and services, from January 2019 to January

Gurusamy served as Chief Operating Officer at Ikotek USA, Inc., a global provider of original design manufacturing

for IoT, from November 2023 to May 2024.

Gurusamy served as President at Telit Cinterion, an end-to-end IoT solutions enabler, from

October 2022 to October 2023, and previously served at Telit as Chief Operating Officer from January 2010 to March 2016 and as Global

VP – Operations & Supply Chain from June 2008 to December 2009.

He also served as President and Chief Operating Officer of Mobilogix,

a startup company specializing in custom IoT solutions, from April 2016 to June 2018 and as Chief Executive Officer and President from

June 2018 until Mobilogix’s acquisition by Telit in September 2022.

KURT HOFF has served as our Vice President of Worldwide Sales since

Prior to his appointment at Lantronix, Mr.

Hoff served as Vice President of Global Sales at MYTHIC AI, a venture-backed AI

processor company, from May 2022 to December 2022.

Previously, Mr.

Bass served in multiple roles at Microsemi Corporation, a provider of semiconductor solutions differentiated by

power, security, reliability and performance, from November 2011 to August 2018, culminating with his role as Vice President of Research

& Development Voice Circuit and Power-over-Ethernet Divisions from August 2017 to August 2018, and at Zarlink Semiconductor, a provider

of mixed-signal chip technologies for a broad range of communications and medical applications, from January 2001 until Zarlink was acquired

by Microsemi in November 2011.

ROGER HOLLIDAY joined Lantronix in January 2020 and serves as our Vice

President of Worldwide Sales.

Prior to joining Lantronix, Mr.

Holliday served in various positions at Microsemi Corporation since 1999,

serving most recently as Executive Vice President and General Manager from 2013 until Microsemi was acquired by Microchip Technology Inc.

Prior to his time at Microsemi, Mr.

Holliday served in various product marketing, applications and sales management roles

at Linfinity Microelectronics, a manufacturer of standard linear and mixed signal integrated circuits, until Linfinity’s acquisition

by Microsemi in 1999.

Hoff served as Senior Vice President of Worldwide Sales at Synaptics

Inc., a developer of human interface hardware and software, from July 2017 to July 2020, and at Conexant Systems, Inc., a software developer

and fabless semiconductor company, from November 2015 until Conexant’s acquisition by Synaptics in July 2017.

He also served as

Senior Vice President of Worldwide Sales at Silicon Laboratories Inc.

from July 2007 until November 2015.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business