Form 8-K

8-K — DATA I/O CORP

Accession: 0001193125-26-424740

Filed: 2026-10-19

Period: 2026-10-19

CIK: 0000351998

SIC: 3825 (INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d162129d8k.htm (Primary)

EX-99.1 (d162129dex991.htm)

EX-99.2 (d162129dex992.htm)

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8-K

8-K (Primary)

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8-K

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

EX-99.1

Filename: d162129dex991.htm · Sequence: 2

EX-99.1

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

EX-99.2

Filename: d162129dex992.htm · Sequence: 3

EX-99.2

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 185th 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

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

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

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