SEC Form SCHEDULE 13D filed by Lantronix Inc.
$LTRX
Computer Communications Equipment
Telecommunications
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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LANTRONIX INC (Name of Issuer) |
Common Stock (Title of Class of Securities) |
516548203 (CUSIP Number) |
Chain of Lakes Inv Fund, LLC Attention: Timothy O'Connell, 2600 Eagan Woods Dr., Suite 350 Eagan, MN, 55121 702-807-7858 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 516548203 |
| 1 |
Name of reporting person
Chain of Lakes Investment Fund, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,184,152.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Percentage calculated based on 38,890,328 shares of common stock, par value $0.0001 per share, outstanding as of May 1, 2025, as reported in the Form 10-Q for the quarterly period ended March 31, 2025, of Lantronix, Inc.
SCHEDULE 13D
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| CUSIP No. | 516548203 |
| 1 |
Name of reporting person
Christopher B. Woodruff | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,184,152.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) As described in Item 2, Mr. Woodruff is deemed to have shared voting and dispositive power over the shares of the Company held by Chain of Lakes Investment Fund, LLC ("COLIF") as a result of his position as President of COLIF. Reference is made to Item 2 to this Schedule 13D. Mr. Woodruff disclaims beneficial ownership of the Common Shares owned by COLIF.
(2) Percentage calculated based on 38,890,328 shares of common stock, par value $0.0001 per share, outstanding as of May 1, 2025, as reported in the Form 10-Q for the quarterly period ended March 31, 2025, of Lantronix, Inc.
SCHEDULE 13D
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| CUSIP No. | 516548203 |
| 1 |
Name of reporting person
Haluk L. Bayraktar | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TURKEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,595,336.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Percentage calculated based on 38,890,328 shares of common stock, par value $0.0001 per share, outstanding as of May 1, 2025, as reported in the Form 10-Q for the quarterly period ended March 31, 2025, of Lantronix, Inc.
SCHEDULE 13D
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| CUSIP No. | 516548203 |
| 1 |
Name of reporting person
Emre Aciksoz | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TURKEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
220,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Percentage calculated based on 38,890,328 shares of common stock, par value $0.0001 per share, outstanding as of May 1, 2025, as reported in the Form 10-Q for the quarterly period ended March 31, 2025, of Lantronix, Inc.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
LANTRONIX INC | |
| (c) | Address of Issuer's Principal Executive Offices:
48 Discovery, Suite 250, Irvine,
CALIFORNIA
, 92618. | |
Item 1 Comment:
This statement 13D (this "Statement") relates to the shares of common stock, $0.0001 par value per share (the "Common Stock"), of Lantronix, Inc., a Delaware corporation (the "Issuer"). The address of the principal offices of the Issuer is 48 Discovery, Suite 250, Irvine, CA 92618. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is being jointly filed by Chain of Lakes Investment Fund, LLC ("COLIF"), Christopher B. Woodruff, Haluk L. Bayraktar and Emre Aciksoz (the "Reporting Persons"). | |
| (b) | The principal business address of CLOIF and Christopher B. Woodruff is 2600 Eagan Woods Dr., Suite 350, Eagan, MN 55121.
The principal business address of Haluk L. Bayraktar is Orhangazi Mahallesi Hadimkoy-istanbul Caddesi No: 258, Esenyurt, Istanbul, Turkey 34538.
The principal business address of Emre Aciksoz is 1540 Ben Roe Dr., Los Altos, CA 94024. | |
| (c) | COLIF is principally engaged in the business of investing. Mr. Woodruff is principally engaged as President of COLIF and may be deemed to have shared voting and shared dispositive power over the Common Stock owned by COLIF (the "Shares") as result of his position as President of COLIF. Mr. Bayraktar is principally engaged in serving as Chief Executive Officer of Baykar Technologies. Mr. Aciksoz is principally engaged in the business of investing. | |
| (d) | None of the Reporting Persons has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | COLIF is a Delaware limited liability company.
Christopher B. Woodruff is an individual and citizen of the United States of America.
Haluk L. Bayraktar is an individual and citizen of Turkey.
Emre Aciksoz is an individual and citizen of Turkey. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Persons may be deemed to constitute a group pursuant to Rule 13d-5(b). If the Reporting Persons are deemed to have formed a group, the group could be deemed to beneficially own the shares collectively held by the group, which would be an aggregate of 2,999,488 shares of Common Stock or 7.7% of the issued and outstanding shares of Common Stock of the Issuer; however, each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock held by the other Reporting Persons except to the extent of their pecuniary interest therein (if any).
All of the shares of Common Stock to which this Statement relates were purchased on behalf of the Reporting Persons using the investment capital of the respective Reporting Person. The aggregate purchase price of the 2,999,488 shares of Common Stock acquired was approximately $10,705,144. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired the Shares because they believe the Shares are materially undervalued and represent an attractive investment opportunity. The Reporting Persons believe that the Issuer's Board of Directors (the "Board"), has been highly ineffective at creating any sustainable shareholder value since the Shares have become publicly traded on August 4, 2000 (the "IPO"). To illustrate, as of May 30, 2025: (a) the Issuer's stock price has decreased more than 95% since its IPO with no dividends or distributions to shareholders in its entire public company history, and (b) the stock price has decreased more than 50% since its longest tenured current member of the Board joined in 2010, over fifteen years. Further, the ongoing lack of scale in the Issuer's business, combined with its highly inefficient public-company structure, leaves shareholders at serious risk of even further value degradation.
The Reporting Persons believe the Issuer's business is significantly more valuable to a strategic acquirer than its public market valuation. Reporting Persons estimate that the Issuer's shareholders could receive approximately $6 per share in a sale of the Issuer. This sale valuation estimate is based on the Issuer's average analyst forecasted sales of approximately $126 million for Fiscal Year 2026 (June ending), greater than 40% average gross margins on its products, and a conservative two times multiple of revenues valuation by a strategic acquirer.
The Reporting Persons do not have confidence that the Issuer's current Board will engage an investment bank in a timely manner to run a formal strategic alternatives review process. The Reporting Persons may propose to take one or more actions described in subjections (a) through (j) of Item 4 of Schedule 13D, and intend to seek to replace a majority of the current members of the Board of the Issuer with candidates that are committed to an expedited return of shareholders' capital through a sale of the Issuer by running a competing proxy statement at the Issuer's 2025 Annual Meeting of Stockholders. The Reporting Persons expect to release a list of candidates for its proxy statement in the near future.
The Reporting Persons expect to engage with other shareholders of the Issuer regarding their proposed plans. The Reporting Persons intend to review their investment in the Issuer on a continuing basis, and depending on various factors, may in the future take such actions with respect to their investment in the Issuer as they deem appropriate. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference in this Item 5. As of the date hereof the Reporting Persons beneficially own an aggregate of 2,999,488 shares of the Issuer's Common Stock, representing 7.7% of the outstanding shares. | |
| (b) | The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference in this Item 5.
The Reporting Persons may be deemed to constitute a group pursuant to Rule 13d-5(b), in which case each of the Reporting Persons could be deemed to beneficially own all the shares of Common Stock held by the other Reporting Persons; however, each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock held by the other Reporting Persons except to the extent of their pecuniary interest therein (if any). | |
| (c) | Information concerning transactions in the Shares effected by the Reporting Persons during the past sixty days is set forth in Exhibit 1 hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, shares beneficially owned by any of the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The Reporting Persons' discussions of their views about the Issuer may result in the Reporting Persons being deemed to be acting together for the purpose of acquiring, holding, voting or disposing of the Issuer's securities for purposes of Rule 13d-5(b). Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1 Schedule of Transactions by the Reporting Persons
2 Joint Filing Agreement | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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