Business Context and Reporting Period
Company: Data I/O Corporation (DAIO)
Filing Type: Form 8-K (Current Report)
Date of Report: July 8, 2026
Event: 2026 Annual Meeting of Shareholders held on July 8, 2026, in Redmond, Washington.
Key Financial Metrics and Capital Structure Changes
This filing reports a significant capital structure event rather than standard operating financial metrics (revenue, profit, cash flow).
- Debt Conversion: A convertible debenture ("Note") with a principal amount of $6,825,400.00 plus applicable interest was automatically converted into equity.
- Equity Issuance: The conversion resulted in the issuance of 6,841.33 shares of Series B Convertible Preferred Stock to the Lytton-Kambara Foundation and Alice W. Lytton Family LLC.
- Outstanding Common Stock: As of the record date (May 19, 2026), there were 9,394,422 shares of Common Stock issued and outstanding.
- Liquidity/Debt: The filing does not provide current cash balances, total debt, or liquidity ratios. The conversion of the Note reduces direct financial obligations.
Material Changes and Corporate Actions
- Termination of Agreement: The conversion of the Note terminated the material definitive agreement associated with the debt instrument (Item 1.02).
- Triggering Event: The shareholder approval of the potential issuance of 20% or more of common stock at prices below the Nasdaq Minimum Price triggered the automatic conversion of the Note (Item 2.04).
- Unregistered Sales: The issuance of Preferred Stock was exempt from registration under Section 3(a)(9) of the Securities Act of 1933 (Item 3.02).
- Compensation Plan Amendment: Shareholders approved the 2026 Amendment to the 2023 Omnibus Incentive Compensation Plan to increase the aggregate number of shares reserved for issuance.
Shareholder Voting Results and Governance
Attendance: 6,990,929 shares (74.42%) were present, constituting a quorum.
| Proposal | For Votes | Percentage For | Status |
|---|---|---|---|
| Election of Directors (5 Nominees) | Varied (e.g., 3.66M for W. Wentworth) | Varied | Approved |
| Ratification of Auditors (Grant Thornton LLP) | 6,753,374 | 96.60% | Approved |
| 2026 Amendment to 2023 Plan | 2,831,463 | 74.70% | Approved |
| Approval of Potential Issuance of 20%+ Stock (Below Min Price) | 3,640,582 | 96.05% | Approved |
| Advisory Vote on Executive Compensation (Say on Pay) | 3,498,751 | 92.32% | Approved |
Investor Verification Checklist
- Verify the specific terms of the newly issued Series B Convertible Preferred Stock, including conversion rights, dividend preferences, and liquidation priority.
- Review the 2026 Amendment to the 2023 Plan (Exhibit 99.1) to determine the exact increase in shares reserved for issuance and potential dilution impact.
- Confirm the total interest accrued on the Note prior to conversion to understand the full value of the equity issued.
- Assess the impact of the approved proposal allowing issuance of stock below the Nasdaq Minimum Price on future capital raising activities and potential dilution.
- Check subsequent filings for the updated capitalization table reflecting the new Preferred Stock and any changes to Common Stock outstanding.