DATA I/O CORP (DAIO) SEC Filings

Washlow Sally A. reported acquisition or exercise transactions in this Form 4 filing.

DATA I/O CORP director RSU award: Director Sally A. Washlow received a grant of 16,260 shares of Common Stock as a restricted stock unit (RSU) award at a fair market value of $3.555 per share. The RSUs vest over the earlier of one year or the next Annual Meeting of Shareholders. Following this grant, she holds 88,911 shares directly.

DATA I/O CORP director Steven M. Waszak received an equity award. On July 8, 2026 he acquired 16,260 shares of common stock as a restricted stock unit grant, using a fair market value price of $3.555 per share. The RSUs vest over the earlier of one year or the next Annual Meeting of Shareholders, bringing his direct holdings to 24,210 shares after the grant.

DATA I/O CORP ownership filing: Laurence W. Lytton and affiliated entities report beneficial ownership stakes in Common Stock.

The filing states Mr. Lytton beneficially owns 1,026,424 shares (9.9%), Lytton-Kambara Foundation owns 590,374 shares (5.8%), and AWL Family LLC owns 300,208 shares (2.9%), based on 9,394,422 shares outstanding as of April 30, 2026.

Data I/O Corporation closed a $9 million private investment with two institutional investors, providing new funding for working capital, general corporate purposes and potential strategic acquisitions. The financing combines common stock, unsecured convertible debentures and warrants.

The company issued 869,840 shares of common stock, convertible debentures with aggregate principal of about $6.8 million and warrants to purchase up to 1,080,000 shares. The warrants carry a $3.00 exercise price and are exercisable for five years.

The debentures bear 4.0% annual interest, maturing five years from issuance, and are convertible into non-voting Series B preferred stock, which is in turn convertible into common stock at an initial $2.50 per-share conversion price. Automatic conversion to preferred stock and removal of certain warrant restrictions depend on future stockholder approval under Nasdaq rules. Data I/O plans to register the resale of the issued and underlying shares with the SEC.

Data I/O Corporation is asking shareholders to vote on several key items at its July 8, 2026 in‑person annual meeting in Redmond, Washington. Shareholders will elect five directors, ratify Grant Thornton LLP as independent auditors for 2026, and cast an advisory Say‑on‑Pay vote on executive compensation.

Two proposals could significantly affect the capital structure. One would amend the 2023 Omnibus Incentive Compensation Plan to add 2,000,000 shares for future equity awards. Another would approve the potential issuance of 20% or more of outstanding common stock, possibly below the Nasdaq Minimum Price, to holders of certain convertible securities and any related change of control deemed to occur.

Data I/O Corporation entered into a private financing agreement with the Lytton-Kambara Foundation and the Alice W. Lytton Family LLC for an aggregate purchase price of $9 million. The deal includes 869,840 shares of common stock, a five-year convertible note with a principal amount of $6,825,400 bearing 4% annual interest, and warrants for 1,080,000 common shares at $3.00 per share.

The note is convertible into Series B Convertible Preferred Stock at $1,000 per preferred share and may automatically convert if shareholders approve a proposal at the 2026 annual meeting. Each preferred share carries a 4% cumulative dividend on its $1,000 stated value and is initially convertible into common stock at $2.50 per share, subject to adjustment. Warrants are exercisable for five years, and conversions or exercises are limited by a 9.99% beneficial ownership cap and an aggregate Investor Issuance Cap of 1,869,470 common shares. The securities are being issued in a private placement under Regulation D exemptions, with the company agreeing to register the resale of the underlying common shares.

Data I/O Corporation is soliciting proxies for its 2026 Annual Meeting of Shareholders to be held on July 8, 2026. Shareholders will vote on the election of five directors, ratification of Grant Thornton LLP as independent auditors, an amendment to increase shares available under the 2023 Omnibus Incentive Compensation Plan, approval to permit issuance of 20% or more of outstanding common stock to a Private Placement investor (including potential sales below the Nasdaq minimum price), and an advisory "Say on Pay" vote. The Board fixed May 19, 2026 as the record date. The meeting is in-person at Data I/O headquarters in Redmond, Washington; proxy voting instructions and the 2025 Annual Report are being mailed to shareholders.

Data I/O Corporation reported a weak first quarter of 2026, with revenue falling and losses widening. Net sales were $3.3 million, down from $6.2 million a year earlier, as capital equipment demand softened amid global trade and tariff uncertainty. Consumable adapters and services made up 81% of revenue, providing a recurring base.

The company posted a net loss of $3.2 million compared with a $0.4 million loss in the prior-year quarter, and gross margin slipped to 49.5% from 51.6% as fixed costs were spread over lower sales. Cash and cash equivalents declined to $5.7 million from $7.9 million at year-end, while working capital decreased to $9.3 million. Data I/O remains debt-free and recorded about $1.0 million of severance and related costs tied to a Germany workforce reduction. Management continues to address a previously identified material weakness in internal control over financial reporting. After quarter-end, the company agreed to raise approximately $9.0 million through a securities purchase agreement, subject to closing conditions.