Data I/O convertible debenture automatically converts to preferred stock after shareholder approval
Data I/O Corporation's convertible debenture held by Lytton-Kambara Foundation and Alice W. Lytton Family LLC automatically converted into Series B Convertible Preferred Stock on July 8, 2026, following shareholder approval at the company's annual meeting. The conversion involved an aggregate principal amount of $6,825,400.00 plus applicable interest, resulting in the issuance of 6,841.33 shares of preferred stock. Shareholders also approved the potential issuance of 20% or more of outstanding common stock at prices below the Nasdaq Minimum Price in connection with the convertible securities.
Key facts
- Convertible debenture aggregate principal amount of $6,825,400.00 plus applicable interest converted to 6,841.33 shares of Series B Convertible Preferred Stock
- Conversion triggered by shareholder approval on July 8, 2026 of issuance of 20% or more of outstanding common stock at below-Nasdaq-Minimum-Price to convertible security holders
- Preferred Stock issued exempt from Securities Act registration pursuant to Section 3(a)(9)
- Annual Meeting held July 8, 2026 at 10:00 a.m. Pacific Time in Redmond, Washington
- 6,990,929 shares (74.42% of outstanding) represented at meeting, establishing quorum
- Proposal to approve potential issuance received 3,640,582 votes for (96.05%), 137,815 against (3.64%), 11,650 abstain (0.31%)
- 2026 Amendment to 2023 Omnibus Incentive Compensation Plan approved with 2,831,463 votes for (74.70%), 907,940 against (23.96%)
- Grant Thornton LLP ratified as independent auditors with 6,753,374 votes for (96.60%), 190,095 against (2.72%)
- Five directors elected: William Wentworth, Edward J. Smith, Sally A. Washlow, Garrett Larson, Steven Waszak
Why it matters
The conversion accelerates the Investors' equity position in Data I/O and dilutes existing shareholders through the issuance of 20% or more of common stock at below-market prices; the automatic conversion mechanism means the company's capital structure has shifted without requiring additional board or management action.
Share
Derived from 8-K filed 2026-07-13. Not investment advice. View the source filing on SEC.gov →