lantronix_8k-062608.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported)
June
26, 2008
LANTRONIX,
INC.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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1-16027
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33-0362767
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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15353
Barranca Parkway
Irvine,
California 92618
(Address
of principal executive offices, including zip code)
(949) 453-3990
(Registrant's
telephone number, including area code)
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 (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
On
December 26, 2007, The Nasdaq Stock Market (“NASDAQ”) notified Lantronix, Inc.,
a Delaware corporation (the “Company”), that the bid price of its common stock
had closed at less than $1.00 per share over the previous 30 consecutive
business days, and, as a result, did not comply with Marketplace
Rule 4310(c)(4) (the “Rule”). Therefore, in accordance with Marketplace
Rule 4310(c)(8)(D), the Company was provided 180 calendar days, or until
June 23, 2008, to regain compliance with the Rule.
On June
24, 2008 the Company was notified that it had not regained compliance with the
Rule. However the NASDAQ noted that on June 23, 2008, the Company met
all initial inclusion criteria for the Capital Market set forth in Marketplace
Rule 4310(c) (except for the bid price). Therefore, in accordance
with Marketplace Rule 4310(c)(8)(D), the Company will be provided an additional
180 calendar day compliance period, or until December 22, 2008, to regain
compliance. If, at anytime before December 22, 2008, the bid price of
the Company’s common stock closes at $1.00 per share or more for a minimum of 10
consecutive business days, NASDAQ will provide written notification that it
complies with the Rule. NASDAQ may also, in its discretion, require
an issuer to maintain a bid price of at least $1.00 per share for longer then 10
consecutive business days, but generally not more than 20 consecutive business
days, if it determines that factors require the longer period to show an ability
to maintain long term compliance with the Rule.
If
compliance with the Rule cannot be demonstrated by December 22, 2008 NASDAQ will
notify the Company that the Common Stock will be delisted. At that
time, the Company may appeal NASDAQ’s determination to a Listing Qualification
Panel (the “Panel”). If the Company appeals the determination, it
will be asked to provide a plan to regain compliance with the
Panel. Historically the Panel has viewed a near-term reverse stock
split as the only definitive plan acceptable to resolve bid
deficiency.
A copy of
the press release issued by the Company with respect to this matter is attached
hereto as Exhibit 99.1 of this Current Report.
Item
9.01 Financial Statements and Exhibits.
(d)
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99.1
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Press
Release dated June 26, 2008.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
June 26, 2007
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LANTRONIX,
INC., a Delaware corporation
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By:
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/s/
Reagan Y. Sakai
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Reagan
Y. Sakai
Chief
Executive Officer
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