创力美股招股说明书(2026-06-01版)

PROSPECTUS SUPPLEMENT (To Prospectus dated February 19, 2025) We are offering 4,166,667 shares of our common stock, par value $0.0001 per share (the “Common Stock”), pursuant to thisprospectus supplement and the accompanying prospectus. Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) andtraded under the symbol “LTRX”. The last reported sale price of our Common Stock on May 28, 2026 was $8.45 per share. Investing in our Common Stock involves a high degree of risk. You should carefully review the risks and uncertaintiesdescribed under the heading “Risk Factors” beginning on page S-4 of this prospectus supplement, and beginning on page 7 of (1)See the information under the heading “Underwriting” for additional disclosure regarding the underwriting discount andestimated offering expenses. We have granted the underwriters an option to purchase a maximum of 625,000 additional shares within 30 days following thedate of this prospectus supplement at the price sold to the public, less the underwriting discount. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved ofthesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any Delivery of the shares of Common Stock is expected to be made on or about June 1, 2026. 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. Joint Book-Running Managers Needham & Company Canaccord Genuity The date of this prospectus supplement is May 29, 2026 TABLE OF CONTENTS Prospectus 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 important 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 as described herein and therein, and any free writing prospectus that we prepare and distribute. Neither we nor theunderwriters have authorized anyone to provide you with information different from that contained in or incorporated by reference intothis prospectus supplement, the accompanying prospectus or any such free writing prospectus. Neither we nor the underwriters are This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registrationstatement as permitted by the rulesand regulations of the SEC. For further information, we refer you to the registration statement onForm S-3, including its exhibits, of which this prospectus supplement and the accompanying prospectus form a part. We are subject tothe informational requirements of the Exchange Act, and therefore file reports and other information with the SEC. Statements Before you invest in our Common Stock, you should read the registration statement of which this document forms a part and thisdocument, including the documents incorporated by reference in this prospectus supplement and the accompanying prospectus that are If the description of this offering and our business varies between this prospectus supplement and the accompanying prospectus,you should rely on the information in this prospectus supplement. Any statement made in this prospectus supplement or in a documentincorporated or deemed to be incorporated by reference in this prospectus supplement may be deemed to be modified or supersededfor purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in any othersubsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus supplement Unless otherwise expressly indicated or the context otherwise requires, we use the terms “Lantronix,” the “Company,” “we,” “us,”“our” or similar references to refer to Lantronix, Inc., a Delaware corporation, and its subsidiaries. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement, including the documents incorporated by reference herein, contains “forward-looking statements”within the meaning of Section 27A of the Securities Act, Section21E of the Exchange Act, and the Private Securities LitigationReform Act of 1995. All statem