LANTRONIX INC : Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 2.01. Completion of Acquisition or Disposition of Assets

On the Closing Date, Lantronix completed its acquisition of Intrinsyc Shares. Pursuant to the terms and subject to the conditions set forth in the Agreement Lantronix paid $0.50 and 0.2275 of a share of common stock, par value $0.0001, of Lantronix (the "Lantronix Common Stock"), for each issued and outstanding Intrinsyc Share (other than shares of Intrinsyc Shares held by holders that exercised dissent rights pursuant to and in the manner set forth in Section 190 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44). Pursuant to the Agreement, Lantronix paid, in the aggregate, approximately $11 million in cash and issued approximately 4.3 million shares of Lantronix Common Stock to Intrinsyc shareholders. Intrinsyc shareholders owned approximately 15.5% of the outstanding shares of Lantronix Common Stock as of the time of such Lantronix Common Stock issuance.

Pursuant to the terms of the Agreement, (i) each option to purchase Intrinsyc Shares (a "Company Option") that was outstanding and vested at the Effective Time that had a per-share exercise price less than $1.31 (the "Consideration Value") was cancelled in exchange for a cash payment equal to, for each Intrinsyc Share subject to such Company Option, the excess of the Consideration Value over the per-share exercise price of the Company Option; (ii) each Company Option that was outstanding and unvested at the Effective Time and that had a per-share exercise price that is less than the Consideration Value was assumed by Lantronix and converted into an option to purchase Lantronix Common Stock (with the number of shares subject to, and the exercise price of, the assumed option being adjusted based on an exchange ratio of 0.3679 shares of Lantronix Common Stock for each Intrinsyc Share (the "Equity Award Exchange Ratio") and such assumed option having generally the same vesting and other terms as applied to the corresponding Company Option); (iii) each other Company Option that was outstanding at the Effective Time was cancelled without payment; (iv) each award of restricted stock units with respect to Intrinsyc Shares (a "Company RSU") that was outstanding and vested at the Effective Time was cancelled in exchange for a cash payment equal to, for each Intrinsyc Share subject to such Company RSU, the Consideration Value; and (v) each Company RSU that was outstanding and unvested at the Effective Time was assumed by Lantronix and converted into a restricted stock unit award with respect to shares of Lantronix Common Stock (with the number of shares subject to the assumed award being adjusted based on the Equity Award Exchange Ratio and such assumed award having generally the same vesting and other terms as applied to the corresponding Company RSU).

The foregoing summary description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreement, which was filed as Exhibit 2.1 to Lantronix's Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "SEC") on October 31, 2019, and is incorporated herein by reference.

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  Item 7.01. Regulation FD Disclosure.




Press Release

On January 16, 2020 Lantronix issued a press release announcing the completion of the Transaction. A copy of the foregoing press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.

  Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

To the extent required by this Item 9.01(a), the financial statements of Intrinsyc will be filed by amendment no later than 71 calendar days from the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

To the extent required by this Item 9.01(b), unaudited pro forma financial information will be filed by amendment no later than 71 calendar days from the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.



Exhibit
  No.     Description

  2.1       Arrangement Agreement, dated October 30, 2019, by and between
          Lantronix and Intrinsyc   (incorporated by reference to Exhibit 2.1 to
          Lantronix's Current Report on Form 8-K, filed with the SEC on November
          1, 2019).

 99.1       Press Release, dated January 16, 2020.
















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