创力美股招股说明书(2026-05-08版)

Up to $30,000,000Common Stock We entered into a sales agreement dated May 8, 2026 (the “Sales Agreement”) with Needham & Company, LLC and CanaccordGenuity LLC (each, a “Sales Agent” and together, the “Sales Agents”), relating to the issuance and sale of shares of our commonstock, par value $0.0001 per share (the “Common Stock”), offered by this prospectus supplement and the accompanying prospectus. Inaccordance with the terms of the Sales Agreement, under this prospectus supplement, we may offer and sell shares of our CommonStock having an aggregate offering price of up to $30,000,000 from time to time through the Sales Agents, each acting as our salesagent. Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “LTRX.” On May 7, 2026, the lastreported sales price of our Common Stock on Nasdaq was $5.83 per share. Sales of our Common Stock, if any, under this prospectus supplement and the accompanying prospectus may be made by anymethod permitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of1933, as amended (the “Securities Act”). Neither of the Sales Agents is required to sell any specific number or dollar amount of ourshares of Common Stock, but each will act as a sales agent using commercially reasonable efforts consistent with its normal tradingand sales practices, on mutually agreed terms between the Sales Agent and us. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. The compensation to the Sales Agents for sales of Common Stock sold pursuant to the Sales Agreement will be an amount equalto 3% of the gross proceeds of any shares of Common Stock sold under the Sales Agreement. In connection with the sale of theCommon Stock on our behalf, each Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act andthe compensation of the Sales Agents will be deemed to be underwriting commissions or discounts. We have also agreed in the SalesAgreement to provide indemnification and contribution to each Sales Agent with respect to certain liabilities, including liabilitiesunder the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution”beginning on page S-8 regarding the compensation to be paid to the Sales Agents. We are a “smaller reporting company” as defined under U.S. federal securities laws and, as such, have elected to comply withreduced public company reporting requirements. Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page S-4 of this prospectussupplement, page 6 of the accompanying prospectus and the documents incorporated by reference herein and therein. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. Needham & Company Canaccord Genuity The date of this prospectus supplement is May 8, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-6DILUTIONS-7PLAN OF DISTRIBUTIONS-8LEGAL MATTERSS-9EXPERTSS-9WHERE YOU CAN FIND MORE INFORMATIONS-9INFORMATION WE INCORPORATE BY REFERENCES-10 ProspectusPageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INFORMATION WE INCORPORATE BY REFERENCE3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4ABOUT LANTRONIX, INC.5RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK8PLAN OF DISTRIBUTION10LEGAL MATTERS12EXPERTS12 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 that we filed withthe SEC using a “shelf” registration process. This document is in two parts. The first part is this prospectus supplement, whichcontains specific information about the terms on which we are offering and selling our Common Stock and important businessinformation about us. The second part is the accompanying prospectus, which contains and incorporates by reference importantbusiness and financial information about us and other information about this offering. This prospectus supplement and theaccompanying prospectus are part of a shelf registration statement that we filed with the SEC under the Securities Act. In making your investment decision, you should rely only on the information contained in or incorporated by reference in thisprospectus supplement, the accompanying prospectus and any free writing prospectus filed by us with the SEC. We are responsible forthe information contained in this prospectus supplement and the accompanying prospectus, including the information incorporated byreference herein