UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
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)
December
28, 2007
LANTRONIX,
INC.
(Exact
name of registrant as specified
in its charter)
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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On
December 26, 2007, The Nasdaq Stock Market (“NASDAQ”) notified Lantronix,
Inc., a Delaware corporation (the “Company”), that for the 30 consecutive
business days preceding December 26, 2007, the bid price for the Company’s
common stock (the “Common Stock”) had closed below the minimum $1.00 per share
requirement for continued inclusion of the Common Stock on The Nasdaq Capital
Market as required by Marketplace Rule 4310(c)(4) (the “Rule”). In
accordance with Marketplace Rule 4310(c)(8)(D), the Company has 180
calendar days, or until June 23, 2008, to regain compliance with the Rule.
The
Company may regain compliance with the Rule if the bid price of the Common
Stock
closes at $1.00 per share or more for a minimum of 10 consecutive business
days
at anytime before June 23, 2008.
If
compliance with the Rule cannot be demonstrated by June 23, 2008 and, except
for
the bid price requirement, the Company meets The Nasdaq Capital Market initial
listing criteria set forth in Marketplace Rule 4310(c), then the Company
will have an additional 180 calendar day compliance period in which to
demonstrate compliance with the Rule. If the Company does not regain compliance
with the Rule prior to June 23, 2008 and is not eligible for the additional
compliance period, then NASDAQ will notify the Company that the Common Stock
will be delisted. At that time, the Company may appeal NASDAQ’s determination to
delist the Common Stock.
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)
99.1
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Press
Release dated December 28,
2007.
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SIGNATURES
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:
December 28,
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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