DATA I/O CORP 8-K

What Happened
Data I/O Corporation announced it closed a previously disclosed private placement on June 17, 2026, raising $9.0 million from Lytton‑Kambara Foundation and Alice W. Lytton Family LLC. In the transaction the company issued 869,840 shares of common stock, a five‑year convertible promissory note with a principal amount of $6,825,400, and warrants to purchase 1,080,000 shares of common stock. On June 16, 2026 the company filed a Certificate of Designation creating the Series B Convertible Preferred Stock into which the note may convert. The company also issued a press release titled “Data I/O Announces Closing of $9 Million Investment” (furnished as Exhibit 99.1).

Key Details

• Total proceeds: $9,000,000 purchase price for the private placement.
• Securities issued: 869,840 common shares; warrants for 1,080,000 common shares; convertible note principal $6,825,400.
• Note terms: 5‑year maturity (June 16, 2031), 4.0% annual interest payable semiannually (Nov. 1 and May 1), interest payable in cash or, in certain circumstances, in Series B Preferred Stock. Default interest rate increases to 18% per annum.
• Conversion: Investors may convert the note into Series B Convertible Preferred Stock at a conversion price of $1,000 per share of Preferred Stock. The note will automatically convert into Preferred Stock if shareholders approve a 2026 meeting proposal concerning potential issuance of 20% or more of outstanding common stock at prices possibly below the Nasdaq minimum and any related change of control.

Why It Matters
This transaction provides Data I/O with $9M of new capital, which can support operations or strategic needs. However, it also introduces convertible securities and warrants that could dilute existing common shareholders if converted or exercised. The creation of Series B Preferred Stock and the automatic-conversion condition tied to a shareholder vote (regarding a large potential issuance at possibly below‑market prices) are material governance and capital‑structure developments that investors should watch. The full form of the Note is filed as Exhibit 10.1 to the 8‑K for detailed terms.