Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
LANTRONIX INC (Name of Issuer) |
Common Stock (Title of Class of Securities) |
516548203 (CUSIP Number) |
Chain of Lakes Investment Fund 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) |
03/10/2026 (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
|
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
395,441.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) The amounts in rows 8, 10 and 11 represent shares of Common Stock of Lantronix, Inc. held of record by Chain of Lakes Investment Fund, LLC ("COLIF"). These shares are subject to the terms of a Cooperation Agreement, which impacts the voting of such shares regarding certain matters. See Item 4. (2) Percentage in row 13 calculated based on 39,692,026 shares of common stock, par value $0.0001 per share, outstanding as of January 30, 2026, as reported in the Form 10-Q for the quarterly period ended December 31, 2025, of Lantronix, Inc.
SCHEDULE 13D
|
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
395,441.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The amounts in rows 8, 10 and 11 represent shares of Common Stock of Lantronix, Inc. held of record by COLIF. These shares are subject to the terms of a Cooperation Agreement, which impacts the voting of such shares regarding certain matters. See Item 4. As described in Item 2, Mr. Woodruff is deemed to have shared voting and dispositive power over the shares of the Company held by 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 in row 13 calculated based on 39,692,026 shares of common stock, par value $0.0001 per share, outstanding as of January 30, 2026, as reported in the Form 10-Q for the quarterly period ended December 31, 2025, of Lantronix, Inc.
SCHEDULE 13D
|
| 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
1,194,126.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The amounts in rows 8, 9 and 11 represent shares of Common Stock of Lantronix, Inc. held of record by Mr. Bayraktar. These shares are subject to the terms of a Cooperation Agreement, which impacts the voting of such shares regarding certain matters. See Item 4. (2) Percentage in row 13 calculated based on 39,692,026 shares of common stock, par value $0.0001 per share, outstanding as of January 30, 2026, as reported in the Form 10-Q for the quarterly period ended December 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
101,858.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.26 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The amounts in rows 8, 9 and 11 represent shares of Common Stock of Lantronix, Inc. held of record by Mr. Aciksoz. These shares are subject to the terms of a Cooperation Agreement, which impacts the voting of such shares regarding certain matters. See Item 4. (2) Percentage in row 13 calculated based on 39,692,026 shares of common stock, par value $0.0001 per share, outstanding as of January 30, 2026, as reported in the Form 10-Q for the quarterly period ended December 31, 2025, of Lantronix, Inc.
SCHEDULE 13D
|
| 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 Amendment No. 3 to Schedule 13D (this "Amendment") relates to the shares of common stock, $0.0001 par value per share (the "Common Stock"), of Lantronix, Inc., a Delaware corporation (the "Issuer") that are or may be deemed to be beneficially owned by the Reporting Persons (as defined below) and amends certain information included in the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on June 2, 2025 (the "Original Schedule 13D"), Amendment No.1 to the Original Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on July 1, 2025 (the "Amendment No. 1"), and Amendment No. 2 to the Original Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on January 30, 2026 (the "Amendment No. 2"). | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment 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 information set forth in Item 2(b) of the Original Schedule 13D is incorporated by reference in its entirety into this Item 2(b). | |
| (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 held of record by COLIF as a 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) | The information set forth in Item 2(d) of the Original Schedule 13D is incorporated by reference in its entirety into this Item 2(d). | |
| (e) | The information set forth in Item 2(e) of the Original Schedule 13D is incorporated by reference in its entirety into this Item 2(d). | |
| (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 | |
No funds were used in connection with the transactions described in this Amendment. The Reporting Persons have not acquired any additional securities of the Issuer in the past 60 days. | ||
| Item 4. | Purpose of Transaction | |
As described in the Original Schedule 13D, the Reporting Persons originally acquired the shares in the Issuer because they believed the Shares were materially undervalued and represented an attractive investment opportunity. As a result of the foregoing and as disclosed in detail in Item 4 of the Original Schedule 13D, the Reporting Persons considered taking one or more actions described in subjections (a) through (j) of Item 4 of Schedule 13D, and intended to seek to replace a majority of the current members of the Board of the Issuer with candidates that were 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. Subsequent to the filing of the Original Schedule 13D and as described in detail in Amendment No. 1, the Reporting Persons engaged in discussions with the Issuer, and the parties have agreed to resolve their differences with respect to this matter by entering into a Cooperation Agreement dated June 24, 2025 (the "Cooperation Agreement"). A copy of the Cooperation Agreement was filed as Exhibit 1 to Amendment No. 1. 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, subject to compliance with the terms of the Cooperation Agreement. | ||
| 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 1,691,425 shares of the Issuer's Common Stock, representing 4.26% 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 since the filing of Amendment No. 2 on January 30, 2026 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) | On March 10, 2026, the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock of the Issuer. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The Reporting Persons' discussions of their views about the Issuer, and their entry into the Cooperation Agreement, 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). The disclosure in Item 4 relating to the Cooperation Agreement is incorporated herein by reference. Except as described herein, there are no other 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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