Data I/O raises $9M via debentures and warrants

Data I/O Corporation closed a $9 million private investment with two institutional investors, providing new funding for working capital, general corporate purposes and potential strategic acquisitions.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Data I/O Corporation closed a $9 million private investment with two institutional investors, providing new funding for working capital, general corporate purposes and potential strategic acquisitions. The financing combines common stock, unsecured convertible debentures and warrants.

The company issued 869,840 shares of common stock, convertible debentures with aggregate principal of about $6.8 million and warrants to purchase up to 1,080,000 shares. The warrants carry a $3.00 exercise price and are exercisable for five years.

The debentures bear 4.0% annual interest, maturing five years from issuance, and are convertible into non-voting Series B preferred stock, which is in turn convertible into common stock at an initial $2.50 per-share conversion price. Automatic conversion to preferred stock and removal of certain warrant restrictions depend on future stockholder approval under Nasdaq rules. Data I/O plans to register the resale of the issued and underlying shares with the SEC.

Insights

Data I/O secures $9M in flexible but potentially dilutive financing using stock, convertibles and warrants.

Data I/O has raised $9 million through a private investment combining common stock, unsecured convertible debentures and long-dated warrants. This structure supplies immediate cash while spreading potential equity issuance over time via conversion and warrant exercises.

The debentures carry 4.0% interest, a five-year maturity and an initial conversion price of $2.50 per share, while the warrants allow purchases at $3.00 per share for five years. Actual equity dilution will depend on future stockholder approval and investor decisions to convert or exercise. Subsequent SEC registration of resales may influence trading liquidity once effective.

8-K Event Classification

6 items: 1.01, 2.03, 3.02, 5.03, 7.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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

Financing size: $9 million Common shares issued: 869,840 shares Convertible debentures principal: $6.8 million +5 more

8 metrics

Financing size $9 million Aggregate gross proceeds from institutional investment

Common shares issued 869,840 shares Shares of common stock issued in the financing

Convertible debentures principal $6.8 million Aggregate principal amount of unsecured convertible debentures

Warrants issued 1,080,000 warrants Warrants to purchase common stock issued to investors

Warrant exercise price $3.00 per share Exercise price for warrants, exercisable for five years

Debenture interest rate 4.0% per annum Interest rate on unsecured convertible debentures

Conversion price $2.50 per share Initial conversion price of Series B preferred into common stock

Debenture maturity 5 years Maturity from date of issuance of convertible debentures

Key Terms

convertible debentures, Series B preferred stock, warrants, private placement, +2 more

6 terms

convertible debentures financial

"The unsecured convertible debentures will be issued in the principal amount of approximately $6.8 million."

Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.

Series B preferred stock financial

"The principal amount of the convertible debentures will be convertible into Series B preferred stock of the Company."

Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.

warrants financial

"The financing includes the issuance of common stock and warrants, and a convertible debenture."

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

private placement financial

"The securities sold in the private placement have not been registered under the Securities Act of 1933, as amended."

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.

registration statement regulatory

"Data I/O Corporation has agreed to file a registration statement with the Securities and Exchange Commission."

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.

forward-looking statements regulatory

"The Company cautions you that statements contained in this press release regarding matters that are not historical facts are forward-looking statements."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

What financing did Data I/O (DAIO) just complete?

Data I/O completed a $9 million private investment with two institutional investors. The deal includes common stock, unsecured convertible debentures and warrants, providing new capital for working capital, general corporate purposes and potential strategic acquisitions.

How many shares and warrants were issued in Data I/O’s $9M deal?

Data I/O issued 869,840 shares of common stock and warrants to purchase up to 1,080,000 additional shares. These warrants have a $3.00 exercise price and are exercisable for five years from the date of issuance.

What are the key terms of Data I/O’s new convertible debentures?

The unsecured convertible debentures total approximately $6.8 million in principal, bear 4.0% annual interest and mature five years after issuance. They are convertible into non-voting Series B preferred stock, which is then convertible into common stock at an initial $2.50 per-share conversion price.

How will Data I/O (DAIO) use the $9M in new financing proceeds?

Data I/O intends to use the net proceeds for additional working capital, general corporate purposes and potential future strategic acquisitions. Management highlights that these investments aim to accelerate growth and technological innovation for what it calls The New Data I/O.

Is Data I/O registering the securities from this private placement?

Data I/O agreed to file a registration statement with the SEC. This will register the resale of the common shares issued, plus common stock underlying the warrants and the preferred stock issuable upon conversion of the convertible debentures.

What shareholder approvals affect Data I/O’s new debentures and warrants?

The convertible debentures will automatically convert into Series B preferred stock after stockholder approval at an upcoming meeting, as required by Nasdaq rules. Certain restrictions on warrant exercise will also cease following receipt of this stockholder approval.

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

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Accepted by SEC EDGAR 06/22/2026 - 08:44 PM

EXHIBIT 99.1

Data I/O Announces Closing of $9 Million Investment

Redmond, WA, June 17, 2026 – Data I/O Corporation (NASDAQ: DAIO) (the “Company”), the leading global provider of data provisioning solutions for flash memory, microcontrollers and security ICs, today announced the closing of its previously announced definitive securities purchase agreement with two institutional investors for aggregate gross proceeds of $9 million, before placement agent fees and offering expenses. The financing includes the issuance of common stock and warrants, and a convertible debenture.

Pursuant to the terms of the securities purchase agreement, the Company issued 869,840 shares of common stock, convertible debentures in the aggregate principal amount of approximately $6.8 million and warrants to purchase up to 1,080,000 shares of common stock for an aggregate purchase price of $9 million. The warrants have an exercise price of $3.00 per share and will be exercisable for five (5) years following the date of issuance.

The unsecured convertible debentures will be issued in the principal amount of approximately $6.8 million. The convertible debentures will bear interest, payable in cash or in Series B preferred stock at the discretion of the Company, at a rate of 4.0% per annum and will mature on the fifth anniversary of its date of issuance, unless repaid or converted earlier. The principal amount of the convertible debentures will be convertible into Series B preferred stock of the Company. The Series B preferred stock is non-voting and is convertible into the Company’s common stock at an initial conversion price of $2.50 per share. The convertible debentures will automatically convert into the Company’s Series B preferred stock upon receipt of approval by the Company’s stockholders at an upcoming shareholders meeting (“Stockholder Approval”) pursuant to Nasdaq rules. Certain restrictions on exercise of the warrants will cease following receipt of Stockholder Approval.

Data I/O intends to use the net proceeds from the investments for additional working capital, general corporate purposes and future potential strategic acquisitions to accelerate the growth and technological innovation of The New Data I/O.

Ladenburg Thalmann & Co. is serving as exclusive placement agent for the investments. Benchmark, a StoneX company, is serving as financial advisor to the Company.

The securities sold in the private placement have not been registered under the Securities Act of 1933, as amended (“Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. Data I/O Corporation has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of common stock to be issued in the transaction as well as the common stock issuable upon the exercise of the Warrants and upon conversion of the Preferred Stock.

Data I/O Corporation

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

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 security deployment and programming solutions to reliably, securely, and cost-effectively, bring innovative new products to life. These solutions are backed by a global network of Data I/O support and service professionals, ensuring success for our customers. For more information, please visit www.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. Such forward-looking include, but are not limited to, the anticipated use of proceeds of the financing, the ability to receive shareholder approval regarding the size of the financing, and the registration for resale of the securities being issued and sold in the financing. These statements are based on the Company's current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company's business, including, without limitation, market, market risks and other market conditions; and financing contingencies/shareholder approval.

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 Corporation

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

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

631-766-4528

Data I/O Corporation

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

10 documents

Press Releases

EX-99.1 PRESS RELEASE 14.0 KB

Data I/O raises $9M via debentures and warrants

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