Data I/O Announces Proposed $13.25 Million Securities Offering

The proposed financing combines common shares with five-year convertible debt carrying interest that increases annually.

Rhea-AI Summary

Data I/O (NASDAQ: DAIO) has signed a securities purchase agreement for a proposed private placement of approximately $13.25 million. The offering includes convertible subordinated debentures and common shares, with closing expected in the next few days.

The debentures have a five-year term, paying 5% interest in year one, increasing by 1% each year thereafter. They will automatically convert into common stock for $7.25 million of the round at $2.68 per share, or preferred stock for $4.0 million at $1,000 per share. The non-voting preferred stock is convertible into common stock at $2.68 per share. Data I/O expects a special shareholder meeting within 120 days of closing to seek approval for common stock issuance exceeding 19.9% of outstanding shares. The lead investor in its June 2026 placement has committed another $4.0 million.

2 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.The signed agreement provides for approximately $13.25 million in proposed financing. 49% of market cap
• Minor pointThe June 2026 placement’s lead investor committed an additional $4.0 million to the proposed round.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Common shares and convertible subordinated debentures in the proposed offering introduce shareholder dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Five-year debentures carry 5% interest initially, increasing by 1% each year thereafter.
• Minor point. Forward-looking: it has not happened yet and may not happen.$7.25 million of the round automatically converts into common stock at $2.68 per share.
• Minor point. Forward-looking: it has not happened yet and may not happen.$4.0 million automatically converts into preferred stock at $1,000 per share, convertible into common at $2.68.
• Minor point. Forward-looking: it has not happened yet and may not happen.Shareholder approval will be sought for common stock issuance exceeding 19.9% of outstanding shares.

News Explained

If conversion issues common shares, existing holders’ ownership percentages decline; the proposed financing remains conditional, and its gross amount is not cash on hand.

If conversion results in common-share issuance, the larger share count reduces existing holders’ percentage ownership; the signed placement is still unclosed and subject to customary conditions.

On the same second-quarter 2026 operating-cash-use basis, existing cash of $10.843 million equals 335.7 days, while the proposed gross financing of $13.25 million equals 410.3 days; the financing is not available before closing.

The company agreed to file an S-1 within 30 days after closing; an S-1 registers securities for sale, but registration alone does not itself complete a sale.

Sources and calculations

• Data I/O proposed securities offering release (2026-10-19)
• Dilution definition (period)
• Data I/O second-quarter 2026 fundamentals (2026Q2)
• Form S-1 purpose (period)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $13,250,000 / ($2,939,000 / 91) = 410.3 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate $10,843,000 / ($2,939,000 / 91) = 335.7 days

Argus 15 min delay 2 alerts

+4.65% vs previous close $2.70 last price 0.1x rel. volume Open Argus

Details

Market move: DAIO +4.65% vs previous close. proposed $13.25M securities offering

$2.58 – $3.16 Day Range

$28.07M Mkt Cap at Last Price

On Oct 19, the day this news came out, the latest delayed price for DAIO is 4.65% above the previous close. Our momentum scanner has recorded 2 alerts for this stock so far that day. The latest delayed price is $2.70.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Proposed offering: Approximately $13.25 million Debenture term: 5 years Debenture interest: 5% for the first year; increases by 1% each year thereafter +5 more

Proposed offering

Approximately $13.25 million

Private placement of securities

Debenture term

5 years

Proposed offering

Debenture interest

5% for the first year; increases by 1% each year thereafter

Proposed debentures

Common-stock conversion

$7.25 million at $2.68 per share

Debenture conversion terms

Preferred-stock conversion

$4.0 million at $1,000 per preferred share

Debenture conversion terms

Preferred-to-common conversion

$2.68 per common share

Non-voting preferred stock

Shareholder approval threshold

More than 19.9% of shares outstanding

Approval sought for common-stock issuance

Form S-1 filing deadline

Within 30 days of closing

Registration statement filing commitment

Historical Context

1 past event · Latest: Jun 17

1 event

1. Jun 17

   private placement

   24h Move

   -0.8%

   June financing issued five-year 4% convertible notes, initially convertible into preferred stock at $2.50.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, convertible subordinated debentures, conversion price, registration statement

4 terms

private placement financial

"private placement of approximately $13.25 million in securities."

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

convertible subordinated debentures financial

"issuance of convertible subordinated debentures and common shares."

A debt security that pays interest and must be repaid at maturity but ranks below a company's senior debt in the repayment order and can be converted into a fixed number of the issuer's common (or other) shares under specified terms. As a debenture it is typically unsecured (no specific collateral), as subordinated it has lower priority than secured or senior creditors if the issuer reorganizes or liquidates, and the conversion feature gives holders the option or obligation to exchange the debt for equity according to the agreed conversion price and time window.

conversion price financial

"at a conversion price of $2.68 per share of common stock"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

registration statement regulatory

"file a registration statement on Form S-1 within 30 days"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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REDMOND, Wash., Oct. 19, 2026 (GLOBE NEWSWIRE) -- Data I/O Corporation (NASDAQ: DAIO) (the “Company”), the leading global provider of data programming and security provisioning solutions for microcontrollers, security ICs and memory devices, today announced it has entered into a securities purchase agreement for a private placement of approximately $13.25 million in securities. The proposed offering includes the issuance of convertible subordinated debentures and common shares. The offering is expected to close in the next few days, subject to the satisfaction of customary closing conditions.

The debentures will have a five-year term and bear interest at 5% for the first year and increase by 1% for each year thereafter. The debentures will convert automatically into Data I/O common stock (pertaining to $7.25 million of the round) at a conversion price of $2.68 per share of common stock or preferred shares (pertaining to $4.0 million of the round) at a conversion price of $1,000 per share of preferred stock. The preferred stock is non-voting and is convertible into common stock at a conversion price of $2.68 per share of common stock.

The Company intends to hold a special meeting of shareholders, expected within 120 days of closing. The meeting’s sole agenda items are approval of the issuance of common stock in excess of 19.9% of shares outstanding. The Company has agreed to file a registration statement on Form S-1 within 30 days of closing of this offering.

The lead investor from the Company’s June 2026 private placement has committed an additional $4.0 million in the proposed round announced today.

The securities issued in the acquisition and the equity investment have not been and will not be registered under the Securities Act of 1933, as amended (“Securities Act”), or any state or other applicable jurisdiction’s securities laws. They may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor may there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Data I/O Corporation

Since 1972, Data I/O has developed innovative solutions to enable the design and manufacture of electronic products for automotive, Internet-of-Things, medical, wireless, consumer electronics, industrial controls and other electronics devices. Today, our customers use Data I/O’s data programming solutions and security deployment platform to secure the global electronics supply chain and protect IoT device intellectual property from point of inception to deployment in the field. OEMs of any size can program and securely provision devices from early samples all the way to high volume production prior to shipping semiconductor devices to a manufacturing line. Data I/O enables customers to reliably, securely, and cost-effectively bring innovative new products to life. These solutions are backed by a portfolio of patents and a global network of Data I/O support and service professionals, ensuring success for our customers. Learn more at dataio.com/Company/Patents.

Learn more at dataio.com.

Safe Harbor/Forward Looking Statements and Disclosure Information

The Company cautions you that statements contained in this press release regarding matters that are not historical facts are forward-looking statements, and include the closing of the private placement. Such forward-looking statements involve risks, assumptions and uncertainties. Statements in this news release may be construed as a prediction of future operations and performance or events are forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause actual results to differ materially from those expressed or implied by such statements.

Forward-looking statement disclaimers also apply to the timing and contributions of acquisitions, acquisition synergies, the demand for the Company’s products, the impact from geopolitical conditions including any related international trade restrictions, and cybersecurity incidents and the possibility that the Company’s containment and remediation efforts may be unsuccessful or becomes a challenging force in maintaining market share. Factors that may impact the Company’s operations and finances include uncertainties as to the ability to record revenues based upon the timing of product deliveries, market acceptance of Edge AI, shipping availability, installations and acceptance, accrual of expenses, coronavirus or other business interruptions, changes in economic conditions, part shortages, business disruptions and other risks including those described in the Company’s 10-K, 10-Q and other periodic filings with the Securities and Exchange Commission (SEC), press releases and other communications.

Data I/O may use its website (www.dataio.com) and investor relations page (www.dataio.com/Company/Investor-Relations), its X account (@DataIO_Company), and its LinkedIn page (linkedin.com/company/data-io) to disclose material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors and other interested parties should monitor these sites, in addition to following Data I/O’s press releases, Securities and Exchange Commission (SEC) filings, public conference calls and public presentations/webcasts.

Investor Contact
Darrow Associates, Inc.
Jordan Darrow
jdarrow@darrowir.com
+1-631-766-4528

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Data I/O’s proposed securities offering, and when is it expected to close?

Data I/O’s proposed private placement totals approximately $13.25 million, with closing expected in the next few days following the announcement. Closing remains subject to customary closing conditions.

What are the interest and conversion terms of Data I/O’s proposed debentures?

The debentures have a five-year term and pay 5% interest in the first year, increasing by 1% each year thereafter. They automatically convert into common stock for $7.25 million of the round at $2.68 per share, or non-voting preferred stock for $4.0 million at $1,000 per share. Preferred stock is convertible into common stock at $2.68 per share.