Data I/O to acquire V-TEK, A&J Programming for about $23M

Data I/O agreed to file a Form S-1 registration statement within 30 days after the proposed offering closes.

Rhea-AI Filing Summary

Data I/O Corporation (DAIO) signed a definitive agreement to acquire V-TEK, Inc. and A&J Programming, Inc. for approximately $23 million, paid in a combination of cash and common stock. The stock consideration is approximately $3 million, or approximately 1.12 million shares. The acquisition is expected to close this week, subject to customary closing conditions. Data I/O intends to use common stock, cash on hand and proceeds from the proposed offering toward the purchase price.

Separately, Data I/O announced a proposed private placement of approximately $13.25 million in convertible subordinated debentures and common shares, expected to close in the next few days subject to customary closing conditions. The debentures have a five-year term and bear interest at 5% for the first year, increasing by 1% each year thereafter. Debentures associated with $7.25 million of the round convert automatically into common stock at $2.68 per share; those associated with $4.0 million convert into preferred shares at $1,000 per share. The preferred shares are non-voting and convertible into common stock at $2.68 per share.

Filing Explained

The proposed placement requires a shareholder vote for issuance above 19.9% of shares outstanding; it has not yet closed.

The placement remains proposed; issuance of common stock above 19.9% of shares outstanding requires shareholder approval, and shares issued increase the share count and reduce existing holders’ ownership percentages.

The lead investor from the June 2026 private placement committed an additional $4 million to the proposed round, whose announced size is approximately $13.25 million.

The proposed $13.25 million gross offering equals 410.3 days of second-quarter 2026 operating cash outflow at that quarter’s rate.

Data I/O agreed to file a Form S-1 within 30 days after closing; an S-1 registers securities for sale, but registration alone does not sell them.

Sources and calculations

• Data I/O Corporation Form 8-K and attached press releases (2026-10-19)
• Form S-1 purpose (version supplied)

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

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Proposed private placement: Approximately $13.25 million Acquisition purchase price: Approximately $23 million Common-stock consideration: Approximately $3 million +5 more

8 metrics

Proposed private placement Approximately $13.25 million Proposed securities offering

Acquisition purchase price Approximately $23 million V-TEK and A&J Programming

Common-stock consideration Approximately $3 million Acquisition consideration

Common shares for acquisition consideration Approximately 1.12 million shares Acquisition consideration

Amount associated with common-stock conversion $7.25 million Proposed private placement

Amount associated with preferred-stock conversion $4.0 million Proposed private placement

Common-stock conversion price $2.68 per share Debentures and preferred shares

Preferred-stock conversion price $1,000 per share Debentures converting into preferred shares

Key Terms

private placement, convertible subordinated debentures, conversion price, non-voting, +1 more

5 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.

non-voting financial

"The preferred stock is non-voting"

Non-voting describes a class of shares or securities that do not carry the right to vote on corporate matters like board elections or major transactions. For investors, this matters because non-voting holdings can still share in profits and price moves like regular shares, but they do not influence company decisions—think of owning a ticket to watch a game without having a say in how the team is run.

Form S-1 regulatory

"file a registration statement on Form S-1"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

FAQ

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

What are the terms of DAIO's proposed private placement?

The proposed private placement is approximately $13.25 million and includes convertible subordinated debentures and common shares. The debentures have a five-year term and bear 5% interest for the first year, increasing by 1% each year thereafter. Debentures associated with $7.25 million convert automatically into common stock at $2.68 per share; those associated with $4.0 million convert into preferred shares at $1,000 per share. The preferred shares are non-voting and convertible into common stock at $2.68 per share.

How much is DAIO paying to acquire V-TEK and A&J Programming?

The total purchase price is approximately $23 million, paid in a combination of cash and Data I/O common stock. The share consideration is approximately $3 million in common stock, or approximately 1.12 million shares.

What shareholder approval is DAIO seeking for the proposed offering?

Data I/O intends to hold a special meeting, 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.

When will DAIO file a Form S-1 for the proposed offering?

Data I/O agreed to file a registration statement on Form S-1 within 30 days of closing of the offering.

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

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Available on EDGAR 10/19/2026 - 09:00 AM EDT Accepted by SEC EDGAR 10/19/2026 - 09:00 AM EDT Learn about SEC filing dates

DATA I/O CORP false 0000351998 0000351998 2026-10-19 2026-10-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2026

Data I/O Corporation

(Exact name of registrant as specified in its charter)

Washington		0-10394		91-0864123
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6645 185th Ave. N.E., Suite 100, Redmond, WA 98052

(Address of principal executive offices, including zip code)

(425) 881-6444

(Registrant’s telephone number, including area code)

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 7.01 Regulation FD Disclosure.

Item 9.01 Financial Statements and Exhibits.

Item 7.01 Regulation FD Disclosure.

On October 19, 2026, the Company issued a press release entitled “Data I/O Announces Proposed $13.25 Million Securities Offering”, attached hereto as Exhibit 99.1.

Also on October 19, 2026, the Company issued a press release entitled “Data I/O Signs Definitive Agreement to Acquire V-TEK and A&J Programming”, attached hereto as Exhibit 99.2.

The information contained in the press releases 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 of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release: “Data I/O Announces Proposed $13.25 Million Securities Offering”
99.2		Press Release: “Data I/O Signs Definitive Agreement to Acquire V-TEK and A&J Programming”
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 19, 2026				By:		/s/ Charles DiBona
				Charles DiBona
				Chief Financial Officer

Exhibit 99.1

Data I/O Announces Proposed $13.25 Million Securities Offering

Redmond, WA – October 19, 2026 — 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

Data I/O Corporation

6645 185^th Avenue NE, Suite 100, Redmond, WA 98052

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

Data I/O Corporation

6645 185^th Avenue NE, Suite 100, Redmond, WA 98052

Exhibit 99.2

 

Data I/O Signs Definitive Agreement to Acquire V-TEK and A&J Programming

Redmond, WA – October 19, 2026 — 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 signed a definitive agreement to acquire V-TEK, Inc. (“V-TEK”), a leading manufacturer of semiconductor handling and packaging solutions based in Mankato, MN, and A&J Programming, Inc (“A&J Programming”), a device programming service provider in San Jose, CA.

Total purchase price is approximately $23 million, paid in a combination of cash and Company common stock. The share consideration is equal to approximately $3 million in Data I/O common stock, or approximately 1.12 million shares of Company common stock.

The acquisition is expected to close this week and is subject to customary closing conditions.

The Company intends to use its common stock, cash on hand and the proceeds of the recently announced proposed $13.25 million securities offering toward the satisfaction of the acquisition purchase price.

The securities and other funding transactions 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.

Data I/O Corporation

6645 185^th Avenue NE, Suite 100, Redmond, WA 98052

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. 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.

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

Data I/O Corporation

6645 185^th Avenue NE, Suite 100, Redmond, WA 98052

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 10.0 KB
• EX-99.2 EX-99.2 10.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.7 KB