DATA I/O CORP (DAIO) SEC Filings

Data I/O Corporation reported weaker results for the quarter ended June 30, 2026. Net sales were $5.1 million, down 13.4% from $5.9 million a year earlier, with year-to-date sales of $8.4 million down 30.7% from $12.1 million. The company posted a net loss of $1.6 million for the quarter and $4.8 million year-to-date, compared with losses of $0.7 million and $1.1 million in the prior-year periods.

Despite lower revenue, profitability metrics improved at the gross level: gross margin was $2.9 million, or 57.0% of sales, up from 49.8% a year earlier, driven by mix, pricing discipline and cost controls. Operating expenses rose year-to-date, partly due to restructuring, including $1.3 million of workforce reduction costs, contributing to a larger operating loss.

Liquidity strengthened via a June 2026 private placement that generated approximately $9.0 million in gross proceeds from common stock, $6.83 million of convertible notes and 1,080,000 warrants at $3.00 per share, lifting cash to $10.8 million. The convertible notes were carried at about $6.2 million at quarter-end and subsequently converted into preferred stock after shareholder approval. Management continues to report a material weakness in internal control over financial reporting relating to IT access and segregation of duties, and disclosure controls remain ineffective while remediation continues.

Data I/O Corporation is registering for resale up to 4,686,371 shares of Common Stock for existing investors, consisting of 869,840 outstanding shares, 1,080,000 shares issuable upon exercise of warrants, and 2,736,531 shares issuable upon conversion of Series B Convertible Preferred Stock. These securities were issued in a May–June 2026 private placement with Lytton-Kambara Foundation and Alice W Lytton Family LLC.

The company is not selling shares in this offering and will receive no proceeds from investor resales, other than any cash received upon warrant exercise. The private placement included $6,825,400 of five-year notes at 4% interest, which converted into 6,841.33 shares of Series B Preferred Stock that accrue 4% annual dividends and are convertible into Common Stock at an initial $2.50 per share, subject to a 9.99% beneficial ownership cap. The warrants cover 1,080,000 shares at an exercise price of $3.00 per share for five years.

Data I/O Corporation reported second quarter 2026 net sales of $5.15M, up 59% sequentially from the first quarter but below the prior-year quarter’s $5.95M. Bookings were $4.9M, and consumables and services contributed 55% of revenue, with platform sales rebounding to 45%.

Gross margin improved to 57.0% from 49.5% in the first quarter and 49.8% a year ago, driven by mix, value-based pricing and better overhead absorption. Operating loss narrowed to $0.72M, but net loss widened to $1.63M due to $0.87M of interest expense from newly issued convertible debt.

Adjusted EBITDA excluding equity compensation was a loss of $0.49M, roughly in line with a year ago, but management cites restructuring and optimization as supporting breakeven adjusted EBITDA excluding one-time items. Cash rose to $10.8M at June 30, 2026, helped by $8.3M net proceeds from a private placement; the related $6.21M convertible debenture was subsequently converted to preferred equity. Management highlights progress on a planned transformational acquisition expected to nearly double annual revenue, plus a planned purchase of IAR’s embedded software security IP, both aimed at expanding its security and Programming-as-a-Service platform.

Data I/O Corporation filed Amendment No. 1 to its Registration Statement on Form S-1, identified as File No. 333-297902. The amendment is filed solely to add Exhibit 5.1, a legal opinion from Dorsey & Whitney LLP, and therefore includes only the facing page, an explanatory note, Item 16(a) of Part II, the signature page, and Exhibit 5.1. All other parts of the previously filed registration statement remain unchanged and are incorporated by reference.

Data I/O Corporation has filed a resale registration covering up to 4,686,371 shares of Common Stock for selling stockholders. This total includes 869,840 already issued shares, 1,080,000 shares underlying Warrants, and 2,736,531 shares issuable upon conversion of Series B Convertible Preferred Stock from a 2026 private placement.

Data I/O will not sell shares in this offering and will receive no proceeds from stockholder resales, though it may receive cash if Warrants with a $3.00 exercise price are exercised. The June 2026 financing raised $9 million of gross proceeds via $6,825,400 4.0% convertible Notes and Preferred Stock paying 4% accruing dividends, convertible at an initial $2.50 per share of Common Stock, subject to a 9.99% beneficial ownership cap.

Data I/O, based in Redmond, Washington, designs and manufactures programming and security-deployment systems for flash-memory and microcontroller-based devices used in automotive, industrial, consumer electronics and IoT applications. Its Common Stock trades on the Nasdaq Capital Market under the symbol DAIO, with a reported price of $2.92 on July 30, 2026.

Data I/O Corporation reported preliminary financial results for the quarter ended June 30, 2026 and postponed the release of its full second-quarter financial statements and investor conference call to August 12, 2026 after market close. The timing change follows an independent accounting and valuation analysis regarding the treatment of the $9 million direct investment announced in May 2026.

Preliminary second-quarter net sales were $5.2 million, up 59% sequentially from $3.3 million in the first quarter 2026. Gross margin was 57.1%, compared with 49.5% in the prior quarter. Cash totaled $10.8 million at June 30, 2026, versus $5.7 million at March 31, 2026, reflecting net cash proceeds from the May 2026 direct investment. These figures are subject to completion and auditor review.

Data I/O Corporation adopted a 2023 Omnibus Incentive Compensation Plan to grant stock-based awards to employees, officers, consultants and non-employee directors. The plan is designed to attract and retain service providers and align their interests with shareholders through equity ownership.

The plan authorizes awards for up to 2,500,000 Shares plus unused and returning shares from the prior stock plan, with detailed share-counting and recycling rules. Annual limits generally cap grants at 200,000 Shares per year for most participants (with an additional one-time 100,000-Share hiring grant) and 100,000 Shares per year for non-employee directors.

Awards may include options, stock appreciation rights, restricted stock, RSUs, performance stock units, dividend equivalents and other stock-based awards, generally subject to a minimum one-year vesting requirement, with limited exceptions for up to 5% of the share pool and specific director and substitute awards. The plan includes change in control mechanics, Section 409A compliance rules, a clawback provision, and runs for 10 years from Board adoption, with shareholder approval obtained on May 18, 2023 and amendment by shareholders on July 8, 2026.

Larson Garrett Riley reported acquisition or exercise transactions in this Form 4 filing.

DATA I/O CORP director Garrett Riley Larson received an equity award of 16,260 shares of Common Stock on July 8, 2026. The award is an RSU grant that vests over the earlier of 1 year or the next Annual Meeting of Shareholders. Following this grant, Larson directly holds 46,832 shares of Common Stock.