Data I/O completes $23M V-Tek, A&J acquisition
The private placement generated approximately $13.25 million in gross proceeds; net proceeds are intended for the acquisition, working capital and general corporate purposes.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Data I/O Corporation completed its acquisition of V-Tek, Inc. and A&J Programming, Inc. on October 20, 2026, for $23.0 million: $20.0 million in cash and $3.0 million in Data I/O common stock valued at $2.68 per share, subject to customary purchase-price adjustments. The company said the acquisition is expected to be accretive and that consolidated revenue more than doubled.
Data I/O also closed a private placement with approximately $13.25 million in gross proceeds, comprising 746,266 common shares and approximately $11.25 million of convertible notes. Net proceeds are intended to fund part of the acquisition, working capital and general corporate purposes. The five-year notes mature October 20, 2031, bear 5.0% annual cash interest, and increase by one percentage point on each anniversary.
The notes may convert into common or Series C preferred stock. Shareholder approval of a special-meeting proposal would trigger automatic conversion; the proposal seeks approval for potential issuance of 20% or more of issued and outstanding common stock at prices that may be below the Nasdaq Minimum Price. Data I/O agreed to file a resale registration statement within 30 calendar days of October 18, 2026, and use reasonable best efforts to cause it to become effective within 75 calendar days.
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.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major pointV-Tek acquisition: management said consolidated revenue more than doubled.
Negative
- Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed issuance: 20% or more of common stock, subject to approval.
Filing Explained
The preferred-note route could add about 1.49 million common shares, reducing existing holders’ percentage ownership if issued, subject to the stated caps.
Data I/O's financing closed on
Issuing those additional shares would reduce existing holders’ percentage ownership absent offsetting changes.
The company agreed to pay its placement agent a cash fee of
The notes also set annual interest on outstanding unconverted principal at
8-K Event Classification
Key Figures
Key Terms
Convertible debentures financial
Stated Value financial
Investor Issuance Cap financial
Registration Rights Agreement regulatory
Nasdaq Minimum Price regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did DAIO pay to acquire V-Tek?
How much did DAIO raise in its private placement?
What are the DAIO convertible notes' conversion prices?
How can the DAIO note interest rate change?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Items reported in this filing:
Item 1.01 Entry into a Material Definitive Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 3.02 Unregistered Sales of Equity Securities.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 7.01 Regulation FD Disclosure.
Item 8.01 Other Events.
Item 9.01 Financial Statements and Exhibits.
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 8.01 below relating to the Stock Purchase Agreement of the Acquisition and the Securities Purchase Agreement, Notes and Registration Rights Agreement of the Private Placement (as these capitalized terms are defined below) is incorporated by reference into this Item 1.01 of this Current Report on Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 8.01 below relating to the completion of the Acquisition is incorporated by reference into this Item 2.01 of this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 8.01 below relating to the Securities Purchase Agreement, Notes and Registration Rights Agreement of the Private Placement is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 8.01 below relating to the issuance of securities pursuant to the Stock Purchase Agreement and securities in the Securities Purchase Agreement is incorporated by reference into this Item 3.02 of this Current Report on Form 8-K.
The securities were issued and sold in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and/or Regulation D under the Securities Act (“Regulation D”), and in reliance on similar exemptions under applicable state laws. The Preferred Stock and/or Common Stock (as these capitalized terms are defined below), as applicable, issuable upon conversion of the Notes are expected to be exempt from the registration requirements of the Securities Act, pursuant to Section 3(a)(9) of the Securities Act, and in reliance on any similar exemptions under applicable state laws.
Each of the Purchasers (as defined below) represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D or a qualified institutional buyer as that term is defined in Rule 144A(a) under the Securities Act and acquired the securities for investment purposes only and not with a view for any future distribution or sale in violation of applicable securities laws. The securities were offered without any general solicitation by the Company (as defined below) or its representatives.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 19, 2026, the Company filed the Certificate of Designation (as defined below) with the Secretary of State of Washington thereby creating the Preferred Stock. The information set forth in Item 8.01 below relating to the Preferred Stock and Certificate of Designation is incorporated by reference into this Item 5.03 of this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On October 21, 2026, the Company issued a press release entitled “Data I/O Completes Transformational Acquisition of V-TEK, Anticipated to Double Revenue”, attached hereto as Exhibit 99.1.
The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
The Acquisition
On October 18, 2026, Data I/O Corporation (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with V-Tek Holdings, LLC (the “Seller”), William S. Karol, the William S. Karol Family Trust and Janice Hodson, pursuant to which the Company agreed to acquire all of the issued and outstanding shares of common stock of V-Tek, Inc. and A&J Programming, Inc. (the “Acquisition”). The Acquisition was completed on October 20, 2026.
Terms of the Stock Purchase Agreement
Pursuant to the Stock Purchase Agreement, the aggregate purchase price for the Acquisition was $23.0 million, consisting of $20.0 million in cash and $3.0 million in shares of the Company’s common stock, no par value, valued at $2.68 per share, subject to customary adjustments for working capital, cash, indebtedness and transaction expenses.
The Stock Purchase Agreement provides for $1.3 million of the purchase price to be deposited into escrow to secure certain indemnification obligations of the Seller and contains customary representations, warranties, covenants and indemnification provisions. Pursuant to the Stock Purchase Agreement, the Company agreed to file a registration statement covering the resale of the securities within 30 calendar days following the date of the Stock Purchase Agreement and to use reasonable best efforts to cause such registration statement to become effective within 75 calendar days following such date.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
The Private Placement
In connection with the Acquisition, on October 19, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (the “Purchasers”) pursuant to which the Company agreed to issue and sell approximately $13.25 million of securities consisting of: (i) 746,266 shares of the Company’s common stock, no par value per share (the “Common Stock”), and (ii) convertible debentures of the Company totaling an aggregate amount of approximately $11.25 million (the “Notes”) convertible into either Common Stock or shares of the Company’s Series C Convertible Preferred Stock (the “Preferred Stock”), with the Notes convertible into Preferred Stock referred to herein as the “Preferred Notes” (such offering, the “Private Placement”). The Private Placement closed on October 20, 2026.
In connection with the Private Placement, the Company entered into a Placement Agency Agreement with Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) pursuant to which the Company agreed to pay the Placement Agent (i) a cash fee equal to 7.0% of the gross proceeds received by the Company in the Offering; (ii) a management fee equal to 1.0% of the gross proceeds received by the Company in the Offering; and (iii) reimbursement of the Placement Agent’s expenses in an amount up to $75,000.
Terms of the Securities Purchase Agreement
Pursuant to the Securities Purchase Agreement, the purchase price for the Common Stock was $2.68 per share. The gross proceeds from the Private Placement were approximately $13.25 million, before deducting placement-agent fees and other offering expenses. The Company intends to use the net proceeds to fund a portion of the Acquisition, for working capital and general corporate purposes. The Securities Purchase Agreement restricts the use of proceeds for certain purposes, including the redemption of the Company’s equity securities, repayment of indebtedness (other than trade payables in the ordinary course), and settlement of outstanding litigation.
Under the Securities Purchase Agreement, the Company agreed, among other things, to: (1) reserve sufficient authorized and unissued shares of Common Stock for issuance pursuant to the Private Placement and upon conversion of the Notes and Preferred Stock; (2) apply to list the applicable shares on the Company’s principal trading market and use commercially reasonable efforts to maintain the listing of its Common Stock; (3) subject to specified exceptions, refrain from issuing or agreeing to issue Common Stock or common-stock equivalents, or file certain registration statements, until 30 days following the “Effective Date” (as defined in the Securities Purchase Agreement); and (4) subject to certain exceptions, refrain from entering into variable-rate financing transactions until six months following the Effective Date.
The Securities Purchase Agreement also contains customary representations, warranties, covenants, indemnification obligations and closing conditions.
The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Securities Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Terms of the Notes
The five-year Notes mature on October 20, 2031, unless earlier converted, and bears interest at a rate of 5.0% per annum, payable semiannually on November 1 and May 1, beginning on the first such date after the original issue date of the Notes, on each conversion date (as to that principal amount then being converted), and on the maturity date. On each anniversary of the original issue date, the interest rate then in effect shall increase by one percentage point effective on such anniversary. The interest is paid in cash. The Purchasers may convert their respective Notes into shares of either Common Stock or Preferred Stock at the conversion price. The conversion price for Common Stock is $2.68 per share of Common Stock. The conversion price for Preferred Stock is $1,000 per share of Preferred Stock. If the Company fails to hold a Shareholder Meeting by the Shareholder Meeting Deadline (as such terms are defined in the Notes), the Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount at the rate of 8% per annum, subject to adjustment provisions of the Notes. Upon an event of default, the default interest rate increases to 18% per annum. If shareholders approve a proposal to be submitted at a special meeting of shareholders, the Notes will automatically convert into either Common Stock or Preferred Stock, as applicable. The shareholder proposal seeks approval of the potential issuance of 20% or more of the Company’s issued and outstanding common stock at prices that may be less than the Nasdaq Minimum Price (as defined by NASDAQ) to the holders of the Notes and of any change of control that may be deemed to occur in connection with such issuance.
The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Convertible Debenture for Common Stock, a copy of which is filed herewith as Exhibit 10.2, and the form of Convertible Debenture for Preferred Stock, a copy of which is filed herewith as Exhibit 10.3, both of which are incorporated herein by reference.
Terms of the Series C Convertible Preferred Stock
The Preferred Stock is non-voting, except as required by law. The Stated Value is $1,000 per share. Each share of Preferred Stock is convertible into that number of shares of Common Stock (subject to the limitations set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (“Certificate of Designation”) relating to limitations on beneficial ownership and the Investor Issuance Cap) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. The initial conversion price is $2.68 per share of common stock and is subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock. If the principal amount of the Preferred Note was converted into Preferred Stock, the Stated Value of the Preferred Stock would be convertible into approximately 1.49 million shares of common stock (subject to the limitations set forth in the Certificate of Designation relating to limitations on beneficial ownership and the Investor Issuance Cap).
A copy of the Certificate of Designation is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Terms of the Registration Rights Agreement
The Company entered into a Registration Rights Agreement (“Registration Rights Agreement”) and has agreed to file a registration statement with the Securities and Exchange Commission (“SEC”) within 30 days of entering into the Registration Rights Agreement registering the resale of the shares of common stock to be issued in the Private Placement as well as the common stock issuable upon conversion of the Preferred Stock. The Registration Rights Agreement contains customary indemnification provisions and other customary obligations.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Registration Rights Agreement, a copy of which is filed herewith as Exhibit 10.4 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired |
To the extent required, the Company intends to file financial statements of the business acquired for the periods specified in Rule 3-05(b) of Regulation S-X within the time period permitted by applicable SEC rules.
| (b) | Pro Forma Financial Information |
To the extent required, the Company intends to file the pro forma financial information required pursuant to Article 11 of Regulation S-X within the time period permitted by applicable SEC rules.
| (d) | Exhibits |
| Exhibit No. | Description | |||
| 2.1* | Stock Purchase Agreement dated October 18, 2026 | |||
| 3.1 | Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock | |||
| 10.1* | Form of Securities Purchase Agreement | |||
| 10.2 | Form of Convertible Debenture for Common Stock | |||
| 10.3 | Form of Convertible Debenture for Preferred Stock | |||
| 10.4 | Form of Registration Rights Agreement | |||
| 99.1 | Press Release: “Data I/O Completes Transformational Acquisition of V-TEK, Anticipated to Double Revenue” | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
* Certain appendices and exhibits have been omitted or redacted pursuant to Items 601(a)(5), 601(a)(6), and/or 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish to the SEC a copy of any omitted appendix or exhibit upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Data I/O Corporation | ||||||
| October 22, 2026 | By: /s/ Charles DiBona | |||||
| Charles DiBona | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Data I/O Completes Transformational Acquisition of V-TEK,
Anticipated to Double Revenue
Accretive Acquisition Adds Multiple New Markets and Significant Acceleration of
Programming-as-a-Service Offering
Redmond, WA – October 21, 2026 -- Data I/O Corporation (NASDAQ: DAIO) (the “Company”), the leading global provider of data programming equipment, provisioning services and security provisioning for Flash-based microcontrollers, and high density memory devices, today announced that it has completed its previously announced transformational acquisition of V-TEK, Inc. and A&J Programming, Inc. (collectively, “V-TEK”), leading manufacturers of semiconductor handling automation for test and packaging solutions based in Mankato, MN.
“Closing this acquisition marks the first significant milestone set two years ago to expand markets we serve and expand the lines of revenue to make Data I/O a more resilient, profitable and growth-oriented company. The NEW Data I/O becomes real and is materially impactful to its financial performance and growth outlook,” said William Wentworth, President and CEO of Data I/O Corporation. “The acquisition is expected to be accretive to our existing operations. With the acquisition of V-TEK, we will diversify our revenue streams, reducing our reliance on the cyclical nature of the capital equipment markets. We have minimized our reliance on the automotive industry, more than doubled our revenue consolidated, which expands Data I/O into markets such as data center, AI, photonics, industrial automation, medical, military, aerospace and defense. We will continue to innovate and invest in new automation solutions for programming and test. V-TEK’s existing programming business let us accelerate Programming-as-a-Service. Just as important, we are shifting revenue mix adding software and services, which will play a more significant role in next year’s growth plan.”
“We are proud of what the V-TEK team has built, and we believe Data I/O is the right partner to take the business to its next stage,” said Bill Karol on behalf of the selling ownership group. “Our decision to take up to $3 million of the purchase price in Data I/O stock, reflects our conviction in the combined company. With broader end markets, a growing service business and meaningful new scale, we believe there is the potential for significant upside ahead and look forward to participating in it as shareholders.”
“Each of our three companies brings a distinct strength, and together they are covering the data provisioning supply chain,” said Mitch Jacobs, President, V-TEK, Inc. and, following the acquisition, Senior Vice President, Data I/O Corporation. “V-TEK’s handling, test, inspection and packaging systems, A&J Programming’s service expertise and Data I/O’s programming and security technology fit naturally together. That combination lets us expand our solutions with modular and customized systems, flexible service offerings, and global distribution and on-site support. It’s a stronger offering for customers and a real growth platform for the business.”
Additional benefits from the acquisition of V-TEK include, but are not limited to, significant sales synergies across all revenue lines and channel partners, operating leverage synergies, and lower-cost domestic manufacturing, tooling and other capabilities that will improve margins over time while increasing scale and scope for future growth. Following the acquisition, V-TEK will operate as a subsidiary of Data I/O.
Transaction Terms
Total consideration was approximately $23 million, paid in a combination of $20 million in cash and $3 million in Data I/O common stock. A portion of the cash consideration came from the closing of the private placement announced on October 19, 2026.
StoneX Financial Inc. served as M&A advisor to the Company, and Dorsey & Whitney LLP served as legal advisor.
Sperry Mitchell & Company served as M&A advisor to V-TEK, and Blank Rome LLP served as legal advisor.
The securities referenced in this press release as part of the acquisition have not been 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, including the benefits anticipated from the acquisition. 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.
*References in this press release are made to non-GAAP (Generally Accepted Accounting Principles) financial measures, including profitability and operating/net income excluding one-time items, EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization), Adjusted EBITDA (AEBITDA), which excludes equity compensation, and AEBITDA excluding one-time items. Reconciliations are provided in the tables of this press release. Non-GAAP financial measures, such as EBITDA and Adjusted EBITDA, excluding equity compensation, and other one-time investments/expenses should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding the Company’s results and facilitate the comparison of results.
Media Contact
Data I/O Corporation
Jennifer Higgins
Director Corporate Marketing
higginj@dataio.com
+1-425-867-6922
Investor Contact
Darrow Associates, Inc.
Jordan Darrow
jdarrow@darrowir.com
+1-631-766-4528