Filing Analysis
Data I/O Corporation filed an 8-K to announce the release of its Second Quarter 2026 financial results. The filing serves as a formal notification that earnings data has been made public via a press release.
📋 Key Facts
- Report date: August 12, 2026
- Reporting period: Second Quarter 2026
- The company furnished Exhibit 99.0 containing the full press release of results.
Data I/O Corporation's 2026 Annual Meeting resulted in the conversion of $6.8M in convertible debentures into Series B Preferred Stock following shareholder approval for potential issuance at prices below Nasdaq Minimum Price. The filing also details election of directors and approval of an amendment to increase shares reserved under the 2023 Incentive Plan.
🚩 Red Flags
- Conversion of debt into equity (Series B Preferred Stock) often indicates a restructuring of obligations to avoid default or liquidity issues.
- Approval for issuance of shares at prices below Nasdaq Minimum Price is highly dilutive and suggests significant downward pressure on existing common stock.
- The conversion involves specific 'Investors' (Lytton-Kambara Foundation/Alice W. Lytton Family LLC) which may represent a concentrated ownership shift or related-party influence.
📋 Key Facts
- Shareholders approved the conversion of $6,825,400 in principal plus interest from convertible debentures into Series B Convertible Preferred Stock.
- The conversion resulted in the issuance of 6,841.33 shares of Preferred Stock to Lytton-Kambara Foundation and Alice W. Lytton Family LLC.
- Shareholders approved a proposal allowing for the potential issuance of 20% or more of issued and outstanding common stock at prices below Nasdaq Minimum Price.
- The 2026 Amendment to the Company’s 2023 Plan was approved, increasing the aggregate number of shares reserved for issuance under said plan.
- Five directors (William Wentworth, Edward J. Smith, Sally A. Washlow, Garrett Larson, and Steven Waszak) were elected.
- Grant Thornton LLP was re-ratified as independent auditors with 96.60% support.
Data I/O Corporation closed a $9 million private placement with Lytton-Kambara Foundation and Alice W. Lytton Family LLC, involving the issuance of common stock, a $6.825 million convertible debenture, and warrants for 1.08 million shares.
🚩 Red Flags
- High default interest rate (18%) on the convertible note.
- Potential significant dilution via warrants and convertible preferred stock.
- Note conversion triggers a potential change of control or issuance exceeding 20% of outstanding common stock, requiring shareholder approval.
- The company is seeking shareholder approval for issuances that may fall below Nasdaq Minimum Price.
📋 Key Facts
- Total transaction value: $9 million.
- Issuance includes 869,840 shares of Common Stock.
- Issuance includes a five-year Note with $6,825,400 principal maturing June 16, 2031.
- Note bears 4.0% interest per annum, payable in cash or Series B Convertible Preferred Stock.
- Default interest rate on the Note increases to 18% per annum upon event of default.
- Warrants allow purchase of 1,080,000 shares at $3.00 per share for five years.
- Series B Preferred Stock has a conversion price of $2.50 per share of common stock.
- Investors Issuance Cap: Aggregate shares issued cannot exceed 1,869,470 without stockholder approval.
Data I/O Corporation entered into a Securities Purchase Agreement to raise $9 million in a private placement of common stock, convertible debentures, and warrants. The transaction includes the issuance of 869,840 common shares, $6.83 million in 4% convertible notes, and 1.08 million warrants.
🚩 Red Flags
- Significant potential dilution of up to approximately 4.68 million common shares (including warrants and note conversion).
- Punitive default interest rate of 18% on the convertible debentures.
- Issuance is capped at 1,869,470 shares of Common Stock unless shareholder approval is obtained at the 2026 annual meeting.
📋 Key Facts
- Entered into a Securities Purchase Agreement on May 14, 2026, with Lytton-Kambara Foundation and Alice W. Lytton Family LLC for a $9 million private placement.
- The package consists of 869,840 common shares, $6,825,400 in 5-year 4.0% convertible debentures, and 1,080,000 warrants with a $3.00 exercise price.
- The convertible debentures can convert into Series B Preferred Stock, which is then convertible into common stock at an initial conversion price of $2.50 per share.
- An Investor Issuance Cap limits common stock issuance to 1,869,470 shares unless shareholder approval is obtained.
- The default interest rate on the convertible debentures increases to 18% per annum upon an event of default.
Data I/O Corporation reported its Q1 2026 financial results and simultaneously announced a 'transformational' acquisition and a significant direct investment to fund its new strategic direction.
🚩 Red Flags
- Multiple 8-K items (2.02 and 7.01) filed simultaneously, which can sometimes be used to bundle complex news.
- Use of the term 'transformational' for an acquisition in a micro-cap context often implies significant integration risk or a pivot from the core business.
📋 Key Facts
- Reported Q1 2026 financial results on May 14, 2026.
- Announced a 'transformational acquisition' via press release (Exhibit 99.1).
- Announced a 'significant direct investment' to support 'The NEW Data I/O' (Exhibit 99.2).
- The filing combines earnings results with major corporate development disclosures under Items 2.02 and 7.01.
Data I/O Corporation amended its bylaws to remove the requirement that the annual meeting of shareholders be held in May. Consequently, the Board of Directors has rescheduled the 2026 annual meeting to July 8, 2026.
📋 Key Facts
- On April 29, 2026, the Board of Directors adopted an amendment to Article II Section (2) of the Company's Bylaws.
- The amendment eliminates the requirement that the annual meeting of shareholders be held during the month of May.
- The 2026 annual meeting of shareholders has been officially moved to July 8, 2026.
- The filing was signed by CFO Charles J. DiBona on May 5, 2026.
Douglas Brown notified Data I/O Corporation on March 5, 2026, that he will not stand for re-election to the Board of Directors at the upcoming Annual Meeting. He will remain a director until his current term expires, and the departure is not due to any disagreement with the company.
📋 Key Facts
- Douglas Brown informed the company on March 5, 2026, of his decision not to stand for re-election.
- Mr. Brown will serve until the expiration of his current term at the Annual Meeting of Shareholders.
- The company stated the decision was not the result of any disagreement regarding operations, policies, or practices.
Data I/O Corporation reported its fourth quarter 2025 financial results on February 26, 2026. The filing serves to furnish the earnings press release as an exhibit in compliance with SEC disclosure requirements.
📋 Key Facts
- The company reported Q4 2025 results on February 26, 2026
- The filing was made under Item 2.02 (Results of Operation and Financial Condition)
- Exhibit 99.0 contains the full press release of the financial results
- The report was signed by Charles J. DiBona, Vice President and CFO
Data I/O Corporation announced significant leadership changes to its Board of Directors, including the appointment of Steven Waszak and a change in the position of Board Chair.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Steven Waszak elected to the Board effective December 3, 2025.
- Mr. Waszak appointed to Audit, Compensation, and Corporate Governance and Nominating Committees.
- Edward Smith appointed as Chair of the Board, replacing Sally Washlow.
- Sally Washlow remains on the Board but moves to Chair of the Compensation Committee.
- Steven Waszak previously served as CFO at SMTC Corporation; Edward Smith is currently Executive Chairman at SMTC Corporation.
Data I/O Corporation filed an 8-K to announce its third quarter 2025 financial results via a press release. The filing serves as a formal notification that earnings data was released on October 30, 2025.
📋 Key Facts
- Report date: October 30, 2025
- Filing date: November 3, 2025
- Subject: Third Quarter 2025 Results
- Exhibit 99.0 contains the full press release of the earnings results.
Data I/O Corporation provided an update regarding a ransomware incident that originated from a third-party firewall provider. While operations have been restored and no revenue loss is currently expected, the company anticipates approximately $388,000 in remediation costs for Q3 2025.
🚩 Red Flags
- Material impact expected: The company explicitly states that the estimated costs will 'likely have a material impact on the Company’s results of operations and financial condition.'
- Operational disruption: The incident temporarily halted key business functions including manufacturing production and shipping.
📋 Key Facts
- Ransomware incident occurred on August 16, 2025, via a third-party firewall service provider.
- Incident impacted internal/external communications, shipping, receiving, and manufacturing production.
- All affected systems are now restored, contained, and remediated as of the filing date.
- Estimated remediation, restoration, and investigation costs are approximately $388,000 for Q3 2025.
- The company states it does not believe any revenue has been lost due to the incident.
Data I/O Corporation reported a material ransomware incident occurring on August 16, 2025, which has temporarily disrupted manufacturing, shipping, and communications. While the company claims no immediate material impact to business operations yet, it explicitly states that recovery costs are reasonably likely to have a material impact on financial results.
🚩 Red Flags
- Materiality Warning: The company explicitly states that expected costs related to the incident are 'reasonably likely to have a material impact' on results of operations and financial condition.
- Operational Disruption: Impact to manufacturing production and shipping can lead to delayed revenue recognition or contract penalties.
- Uncertainty: The full scope, nature, and timeline for full system restoration remain unknown.
📋 Key Facts
- Ransomware incident occurred on August 16, 2025, affecting internal IT systems.
- Incident has impacted manufacturing production, shipping, receiving, and communications.
- The company proactively took certain platforms offline to contain the breach.
- Cybersecurity experts have been engaged for investigation and recovery.
- Full scope and nature of the impact are currently unknown due to an ongoing investigation.
Data I/O Corporation filed an amendment to its previous 8-K to clarify the transition timeline for its new CFO, Charles DiBona. The filing specifies a phased appointment where Mr. DiBona becomes an Executive Officer and CFO on August 15, 2025, following his initial start as VP of Finance.
📋 Key Facts
- Charles DiBona was appointed Vice President of Finance effective August 11, 2025.
- Charles DiBona will assume the role of Executive Officer, Vice President and Chief Financial Officer, Secretary, and Treasurer on August 15, 2025.
- Todd Henne will continue to serve as interim CFO until Mr. DiBona officially assumes responsibilities on August 15, 2025.
- The filing is an Amendment (8-K/A) to clarify the effective dates of the leadership transition.
Data I/O Corporation has appointed Charles DiBona as its new Vice President, CFO, Secretary, and Treasurer, effective August 11, 2025. He replaces Todd Henne, who was serving in an interim capacity.
🚩 Red Flags
- Transition from an interim CFO to a permanent CFO often follows periods of financial leadership instability, though not explicitly stated here.
📋 Key Facts
- Charles DiBona appointed as VP, CFO, Secretary, and Treasurer effective August 11, 2025.
- Todd Henne stepping down from Interim CFO role; will remain briefly for transition.
- DiBona's base salary is $350,000 with a 50% target incentive compensation plan.
- Inducement grant of 100,000 Restricted Stock Units (RSUs) vesting over 3 years.
- DiBona previously served as CFO at LabVantage Solutions and Unify Square.
Data I/O Corporation filed an 8-K to announce its second quarter 2025 financial results via a press release. The filing serves as a formal notification of the earnings release issued on July 24, 2025.
📋 Key Facts
- The company reported second quarter 2025 results.
- Results were announced via press release on July 24, 2025.
- The filing includes Exhibit 99.0 containing the full press release.
Data I/O Corporation announced the formal retirement of CFO Gerald Y. Ng, effective May 19, 2025, and the appointment of Todd Henne as Interim CFO. The filing also includes results from the company's Annual Meeting of Shareholders.
🚩 Red Flags
- Sudden departure of CFO: While previously announced as an intended retirement, the formal notification and immediate appointment of an interim replacement can signal transition volatility.
- Use of fractional/interim executive services: The reliance on a third-party advisory group (TAG CXO) for the CFO role suggests a temporary gap in permanent financial leadership.
📋 Key Facts
- CFO Gerald Y. Ng retired effective May 19, 2025; he will provide transition support through Q2 2025.
- Todd Henne appointed as Interim CFO, Secretary, and Treasurer effective May 20, 2025.
- Interim CFO Todd Henne is being engaged via Theisen Advisory Group, LLC (TAG CXO) under an ICA Agreement effective April 28, 2025.
- The ICA Agreement for interim services specifies $25,000 per month for 3 days of weekly service, with potential additional day rates and performance incentives.
- Annual Meeting results: All five director nominees were elected; Grant Thornton LLP was re-ratified as independent auditors (94.15% approval); Say on Pay was approved (92.61% approval).
- Quorum was met with 7,062,965 shares (76.44%) present at the meeting.
Data I/O Corporation announced it has secured its largest adapter order in company history, valued at nearly $1 million. The order was placed by the European division of a prominent global electronics distributor and is expected to be fulfilled by late September 2025.
📋 Key Facts
- Order value: Nearly $1 million.
- Customer type: European division of a major global electronics distributor.
- Fulfillment timeline: Expected by the end of September 2025.
- Strategic significance: Marks a milestone in the company's 50-year history and targets revenue diversification through distribution channels.
Data I/O Corporation reported its first quarter 2025 financial results, showing sequential growth in revenue and improved net loss margins. The company is focusing on operational efficiency and market diversification to mitigate global trade tensions and automotive sector volatility.
🚩 Red Flags
- Asia revenue declined 40% due to trade/tariff uncertainty and economic push-outs.
- Automotive electronics concentration remains high, representing 66% of Q1 2025 bookings.
- Backlog decreased by $0.6 million from the previous quarter to $2.9 million.
📋 Key Facts
- Net sales for Q1 2025 were $6.2 million, up 19% sequentially from $5.2 million in Q4 2024.
- Revenue grew 32% in the Americas and 44% in Europe compared to the prior year period.
- Net loss for Q1 2025 was ($382,000) or ($0.04) per share, an improvement from a net loss of ($807,000) in Q1 2024.
- Adjusted EBITDA was ($98,000) for the quarter, significantly improved from ($1.1 million) in Q4 2024.
- Cash and cash equivalents stood at $10.5 million as of March 31, 2025; the company reports no debt.
- Bookings for the quarter were $4.6 million, up from $4.1 million in Q4 2024 but down from $8.1 million in Q1 2024 due to a large prior-year contract base effect.
Data I/O Corporation announced the planned retirement of its Vice President and Chief Financial Officer, Gerald Ng. The transition is expected to occur during the second quarter of 2025, pending the completion of certain pre-determined activities.
🚩 Red Flags
- Departure of a key C-suite executive (CFO) without an immediate successor in place can create temporary leadership gaps and transition risks.
📋 Key Facts
- Gerald Ng is retiring from his role as VP and CFO.
- The departure/transition is scheduled for Q2 2025.
- The company has not yet named a successor and will begin a search to fill the position.
Data I/O Corporation reported a significant decline in Q4 2024 and full-year 2024 results, characterized by a net loss of $3.1 million for the year compared to a profit in 2023. The company is currently undergoing a strategic transformation under new leadership to optimize its platform and sales processes following a period of declining revenue.
🚩 Red Flags
- Significant revenue decline (22% YoY for full year).
- Transition from profitability in 2023 to a significant net loss in 2024.
- Sharp drop in bookings (-42% in Q4) suggests weakening demand or delayed cycles.
- Gross margin compression due to lower sales volume and absorption of fixed costs.
📋 Key Facts
- Q4 2024 net sales were $5.19 million, down 25% from $6.87 million in Q4 2023.
- Full year 2024 net sales were $21.77 million, a 22% decrease from $28.06 million in 2023.
- The company reported a full-year net loss of $3.1 million ($0.34 per share) for 2024, compared to a net income of $486k in 2023.
- Q4 2024 bookings were $4.1 million, down 42% year-over-year.
- Gross margin for FY 2024 was 53.3%, compared to 57.7% in 2023.
- Cash position at end of Q4 2024 was $10.3 million, down from $12.3 million a year prior.
- The company reports no debt and has net working capital of $16.1 million.
Data I/O Corporation announced the appointment of Garrett R. Larson to its Board of Directors, effective January 23, 2025. Mr. Larson will serve on the Audit, Compensation, and Corporate Governance & Nominating Committees.
📋 Key Facts
- Garrett R. Larson appointed to the Board effective Jan 23, 2025.
- Appointed to Audit Committee, Compensation Committee, and Corporate Governance & Nominating Committee.
- Larson brings experience from hedge funds (Kynikos Associates, SPX Capital) and currently serves as a Senior Equity Analyst at Kanen Wealth Management, LLC.
- Compensation includes prorated standard Director retainer and Restricted Stock Units (RSUs).
- Candidate was identified via shareholder suggestion.
Data I/O Corporation announced the termination of two high-level executives, including the CTO and VP of Marketing, effective December 1, 2024. Both departures are noted as being 'without cause' and include severance packages.
🚩 Red Flags
- Simultaneous departure of both the Chief Technology Officer and the VP of Marketing suggests significant leadership restructuring or internal shifts.
- Loss of key technical leadership (CTO) in a micro-cap tech company can disrupt product roadmap execution.
📋 Key Facts
- Rajeev Gulati (VP and Chief Technology Officer) terminated without cause, effective Dec 1, 2024.
- Michael Tidwell (VP of Marketing and Corporate Business Development) terminated without cause, effective Dec 1, 2024.
- Severance for Rajeev Gulati is $127,500 (6 months base salary), contingent on a waiver/release.
- Severance for Michael Tidwell is $125,000 (6 months base salary), contingent on a waiver/release.
Data I/O Corporation reported third quarter 2024 financial results characterized by a 17% year-over-year decline in net sales and an increased net loss. The company is currently undergoing a leadership transition following the appointment of a new CEO on October 1, 2024.
🚩 Red Flags
- Significant decline in system sales (-34%) indicating potential market headwinds or product lifecycle issues.
- Widening net loss compared to the same period last year ($307k vs $53k).
- Revenue decline attributed to 'automotive electronics uncertainty' and slowing customer capacity expansion.
📋 Key Facts
- Net sales for Q3 2024 were $5.4 million, down 17% from $6.6 million in Q3 2023.
- System sales declined by 34% year-over-year, while recurring services and consumable adapter sales increased by 6%.
- Net loss for Q3 2024 was ($307,000), or ($0.03) per share, compared to a net loss of ($53,000) in the prior year period.
- William Wentworth was appointed CEO effective October 1, 2024.
- Cash and cash equivalents stood at $12.4 million as of September 30, 2024.
- The company reports no debt on its balance sheet.
Data I/O Corporation announced a leadership transition where Anthony Ambrose will retire as CEO and President, with William Wentworth appointed to succeed him. The transition is structured over several months through October 2024.
🚩 Red Flags
- Succession timing: The CEO role is being vacated in stages (Sept/Oct), which can create a period of leadership ambiguity.
- Significant cash outflow: $347,000 in salary continuation for the outgoing CEO plus new executive compensation packages.
📋 Key Facts
- Anthony Ambrose to step down as President on September 1, 2024, and as CEO on October 1, 2024.
- Ambrose will retire from the Board of Directors on October 31, 2024.
- William Wentworth appointed President effective Sept 1, 2024, and CEO effective Oct 1, 2024.
- Wentworth's compensation includes a $347,000 base salary and inducement grants of 200,000 non-qualified options vesting over four years.
- Ambrose will receive $347,000 in salary continuation for one year in exchange for transition assistance and waivers.
Data I/O Corporation reported second quarter 2024 financial results characterized by a significant revenue decline and a shift from net income to a net loss. While the company successfully implemented cost-reduction measures, it faces regional weakness in the Americas and softness in the automotive electronics sector.
🚩 Red Flags
- Significant sequential and YoY revenue decline (Net sales down 32% YoY).
- Shift from profitability to net loss ($797k loss vs $300k profit in prior year quarter).
- Weakness in the Americas region and automotive electronics sector.
- Customer capacity spending is seeing 'significant pushouts'.
📋 Key Facts
- Net sales for Q2 2024 were $5.1 million, a 32% decrease from $7.4 million in Q2 2023.
- Reported a net loss of $797,000 ($0.09 per share) compared to a net income of $300,000 in Q2 2023.
- Quarter-end backlog increased to $5.4 million from $4.5 million at March 31, 2024.
- Gross margin was 54.5%, down from 59.1% in the prior year period.
- Operating expenses were reduced by 21% YoY and 19% sequentially through cost-cutting initiatives.
- Repatriated $3.4 million from a China subsidiary, incurring a $337,000 withholding tax expense.
- Cash and equivalents stand at $11.4 million with no debt reported.
Data I/O Corporation reported the results of its Annual Meeting of Shareholders held on May 16, 2024. The meeting resulted in the election of five directors and the approval of several shareholder proposals, including auditor ratification and executive compensation matters.
📋 Key Facts
- Annual Meeting held on May 16, 2024, at company headquarters in Redmond, WA.
- Quorum was established with 7,194,399 shares (79.73% of outstanding shares) present.
- Five nominees elected to the Board: Anthony Ambrose, Douglas W. Brown, Sally A. Washlow, Edward J. Smith, and William Wentworth.
- Shareholders ratified Grant Thornton LLP as independent auditors with 90.91% approval.
- Say-on-Pay (executive compensation) was approved with 85.51% approval.
- Shareholders voted to hold advisory votes on executive compensation every year (86.91% in favor of one-year frequency).
Data I/O Corporation reported its first quarter 2024 financial results, characterized by a net loss of $807,000 and a significant increase in bookings to $8.1 million. While revenue declined year-over-year due to shipment timing, management highlighted strong backlog and momentum in the PSV system market.
🚩 Red Flags
- Net income swung from a profit of $95k to a loss of $807k YoY.
- Gross margin compression (from 59.5% to 52.8%) due to lower sales volume and product mix.
📋 Key Facts
- Net sales for Q1 2024 were $6.1 million, a 16% decrease from $7.2 million in Q1 2023.
- Bookings reached $8.1 million, a 41% increase year-over-year, marking the highest level in 11 quarters.
- Quarter-end backlog stood at $4.5 million, with most orders expected to be recognized in H2 2024.
- Reported a net loss of $807,000 ($0.09 per share) compared to a net income of $95,000 ($0.01 per share) in Q1 2023.
- Gross margin decreased to 52.8% from 59.5% in the prior year period.
- Cash and equivalents totaled $12.0 million with no debt reported on the balance sheet.
Data I/O Corporation reported its fourth quarter and full year 2023 financial results, highlighting a return to profitability and significant revenue growth driven by the automotive electronics sector.
🚩 Red Flags
- Q4 net sales decreased 5% year-over-year due to timing of bookings/shipment conversion.
📋 Key Facts
- Q4 2023 Net sales of $6.9 million; bookings of $7.2 million.
- Full Year 2023 net sales of $28.1 million, up 16% from $24.2 million in 2022.
- Returned to profitability with Q4 net income of $144,000 ($0.02 per diluted share) and Full Year net income of $486,000 ($0.05 per diluted share).
- Gross margin improved to 57.7% for the full year 2023 compared to 54.5% in 2022.
- Automotive electronics accounted for 63% of total bookings in 2023.
- Cash and equivalents stood at $12.3 million with no debt reported as of Dec 31, 2023.
- SentriX software and pay-per-use revenues increased 150% from 2022.
Data I/O Corporation released preliminary financial results for the fourth quarter and full year ended December 31, 2023, ahead of scheduled investor roadshows. The company reported a 16% revenue growth for the full year.
📋 Key Facts
- Preliminary Q4 2023 net sales: $6.8 million
- Preliminary Q4 2023 bookings: $7.2 million
- Full year 2023 expected net sales: $28 million (representing 16% revenue growth)
- Automotive Electronics accounted for 63% of total bookings in 2023
- Reported 23 new customer wins during the 2023 fiscal year
- Actual full financial results to be announced on February 22, 2024