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Stockholders’ Equity
 12 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Stockholders’ Equity

 

6.   Stockholders’ Equity

  

Stock Incentive Plans

 

We have stock incentive plans in effect under which non-qualified and incentive stock options to purchase shares of Lantronix common stock (“stock options”) have been granted to employees, non-employees and board members. In addition, we have previously granted restricted common stock awards (“non-vested shares”) to employees and board members under these plans. In November 2020, our stockholders voted to approve the 2020 Performance Incentive Plan (the “2020 Plan”), replacing our Amended and Restated 2010 Stock Incentive Plan (the “2010 Plan”), which expired in September 2020. At the 2010 Plan’s expiration date, approximately 1,097,000 shares of our common stock that remained available for award grants under the 2010 Plan became available for award grants under the 2020 Plan. An additional 2,500,000 shares our common stock were also made available at that time for award grants under the 2020 Plan, and shares of common stock subject to outstanding awards under the 2010 Plan that expired, were cancelled, or otherwise terminate after the expiration date of the 2010 Plan became available for award grant purposes under the 2020 Plan. In both November 2022 and November 2024, our stockholders voted to approve amendments to the 2020 Plan that, among other things, increased the aggregate number of shares of our common stock available for award grants under the plan in each case by 1,800,000 shares, for a total increase of 3,600,000 shares. The 2020 Plan authorizes awards of stock options (both non-qualified and incentive), stock appreciation rights, non-vested shares, restricted stock units (“RSUs”) and performance shares (“PSUs”). New shares are issued to satisfy stock option exercises and share issuances. At June 30, 2025, approximately 1,758,000 shares remain available for issuance under the 2020 Plan. We have also granted stock options, RSUs and PSUs under individual inducement award agreements.

 

The Compensation Committee of our board of directors determines eligibility, vesting schedules and exercise prices for stock options and shares granted under the plans. Stock options are generally granted with an exercise price equal to the market price of our common stock on the grant date. Stock options generally have a contractual term of seven to ten years. Share-based awards generally vest and become exercisable over a one to four-year service period. As of June 30, 2025, no stock appreciation rights or non-vested stock was outstanding. No income tax benefit was realized from activity in the share-based plans during the fiscal years ended June 30, 2025 and 2024.

 

Restricted Stock Units

  

The fair value of our RSUs is based on the closing market price of our common stock on the grant date.

  

The following table presents a summary of activity with respect to our RSUs:

          
   Number of Shares   Weighted-Average Grant Date Fair Value per Share 
   (In thousands)     
Balance of RSUs outstanding at June 30, 2024   1,881   $4.89 
Granted   1,625    3.23 
Forfeited   (486)   4.09 
Vested   (913)   4.95 
Balance of RSUs outstanding at June 30, 2025   2,107   $3.76 

 

Performance Shares

 

The fair value of our PSUs is estimated as of the grant date based upon the expected achievement of the performance metrics specified in the grant and the closing market price of our common stock on the date of grant. To the extent a grant of PSUs contains a market condition, the grant date fair value is estimated using a Monte Carlo simulation with the following weighted average assumptions:

          
   Years Ended June 30, 
   2025   2024 
Volatility of Common Stock   65.99%    62.00% 
Average correlation coefficient of peer companies   0.36    0.34 
Risk-free interest rate   4.52%    4.55% 
Dividend yield   0.00%    0.00% 
Contract Term   2.99    2.92 

 

The following table presents a summary of activity with respect to our PSUs:

          
   Number of Shares   Weighted Average Grant Date Fair Value per Share 
   (In thousands)     
Balance of PSUs outstanding at June 30, 2024   1,669   $5.82 
Granted   583    4.73 
Forfeited   (588)   5.09 
Vested   (669)   5.24 
Balance of PSUs outstanding at June 30, 2025   995   $6.06 

 

Stock Option Awards

 

The fair value of each stock option grant is estimated on the grant date using the Black-Scholes-Merton option-pricing formula. The expected term of stock options granted is based on our recent historical exercise data. Expected volatilities are based on the historical volatility of our stock price. The risk-free interest rate assumption is based on the U.S. Treasury interest rates appropriate for the expected term of our stock options.

 

The following table presents a summary of activity for all of our stock options:

                    
       Weighted-Average     
       Exercise   Remaining   Aggregate 
   Number of   Price   Contractual   Intrinsic 
   Shares   Per Share   Term   Value 
   (In thousands)       (In years)   (In thousands) 
Balance of options outstanding at June 30, 2024   567   $4.13           
Forfeited   (15)   5.46           
Expired   (108)   4.84           
Exercised   (230)   3.36           
Balance of options outstanding at June 30, 2025   214   $4.51    3.5   $2 
Options exercisable at June 30, 2025   173   $4.41    3.5   $2 

 

The following table presents a summary of grant date fair value and intrinsic value information for all of our stock options:

        
   Years Ended June 30, 
   2025   2024 
   (In thousands) 
Intrinsic value of options exercised  $203   $568 

 

Employee Stock Purchase Plan

 

Our 2013 Employee Stock Purchase Plan (“ESPP”) is intended to provide employees with an opportunity to purchase our common stock through accumulated payroll deductions at the end of a specified purchase period. Each of our employees (including officers) is eligible to participate in our ESPP, subject to certain limitations as set forth in our ESPP.

 

The ESPP currently operates with six month offering periods commencing on the first trading day on or after May 16 and November 16 of each year (an “Offering Period”). Common stock may be purchased under the ESPP at the end of each six-month Offering Period unless the participant withdraws or terminates employment earlier. Shares of the Company’s common stock may be purchased under the ESPP at a price not less than 85% of the lesser of the fair market value of our common stock on the first or last trading day of each Offering Period. The ESPP limits the number of shares of common stock that may be issued under the plan to 1,800,000 shares.

 

The per share fair value of stock purchase rights granted under the ESPP was estimated using the following weighted-average assumptions:

          
   Years Ended June 30, 
   2025   2024 
Expected term (in years)   0.5    0.5 
Expected volatility   69%    72% 
Risk-free interest rate   4.44%    5.39% 
Dividend yield   0.00%    0.00% 

 

The following table presents a summary of activity under our ESPP:

     
   Year Ended 
   June 30, 2025 
   (In thousands, except per share data) 
Shares available for issuance at June 30, 2024   181 
Shares issued   (155)
Shares available for issuance at June 30, 2025   26 
Weighted-average purchase price per share  $2.19 
Intrinsic value of ESPP shares on purchase date  $60 

 

After the purchase and issuance of shares that occurred in May 2025, the ESPP has been suspended until further notice.

 

Share-Based Compensation Expense

 

The following table presents a summary of share-based compensation expense included in each applicable functional line item on our consolidated statements of operations:

          
   Years Ended June 30, 
   2025   2024 
   (In thousands) 
Cost of revenues  $186   $237 
Selling, general and administrative   4,424    6,248 
Research and development   1,522    1,852 
Total share-based compensation expense  $6,132   $8,337 

 

The following table presents a summary of the remaining unrecognized share-based compensation expense related to our outstanding share-based awards as of June 30, 2025:

          
   Remaining Unrecognized Compensation Expense   Remaining Weighted-Average Years to Recognize 
   (In thousands)     
Stock options  $91    1.6 
RSUs   6,373    2.1 
PSUs   2,181    1.7 
   $8,645      

 

If there are any modifications or cancellations of the underlying unvested share-based awards, we may be required to accelerate, increase or cancel remaining unearned share-based compensation expense. Future share-based compensation expense and unearned share-based compensation expense will increase to the extent that we grant additional share-based awards.