Data I/O Corp S-1/A, filed Aug 11, 2026
Data I/O Corp (DAIO)
As filed with the Securities and Exchange Commission on August 11, 2026
No. 333-297902
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Data I/O Corporation
(Exact name of Registrant as specified in its charter)
| Washington | 3825 | 91-0864123 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
6645 185th Ave N.E., Suite 100
Redmond, Washington, 98052
(425) 881-6444
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Charles DiBona
Vice President, Chief Financial Officer, Corporate Secretary and Treasurer
6645 185th Ave N.E., Suite 100
Redmond, Washington 98052
(425) 881-6444
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kimberley Anderson
Dorsey & Whitney LLP
701 5th Avenue, Suite 6100
Seattle, Washington 98104-7043
(206) 903-8803
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 to Section 7(a)(2)(B) of the Securities Act ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-297902) (the “Registration Statement”) is being filed solely for the purpose of filing Exhibit 5.1. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement, and Exhibit 5.1. The remainder of the Registration Statement is unchanged and has therefore been omitted.
| Item 16. | Exhibits and Financial Statements Schedules. |
The following exhibits are filed as part of this Registration Statement:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redmond, State of Washington, on August 11, 2026.
| DATA I/O CORPORATION | ||
| By: | /s/ Charles DiBona | |
| Name: Charles DiBona | ||
| Title: Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| * William Wentworth |
||||
| President, Chief Executive Officer and Director (principal executive officer) |
August 11, 2026 | |||
| /s/ Charles DiBona Charles DiBona |
||||
| Vice President, Chief Financial Officer, Corporate Secretary and Treasurer (principal financial officer and principal accounting officer) |
August 11, 2026 | |||
| * Sally A. Washlow |
||||
| Director | August 11, 2026 | |||
| * Edward J. Smith |
||||
| Director | August 11, 2026 | |||
| * Garrett Larson |
||||
| Director | August 11, 2026 | |||
| * Steven Waszak |
||||
| Director | August 11, 2026 | |||
| *By: | /s/ Charles DiBona | |
| Charles DiBona | ||
| Attorney-in-fact |
Exhibit 5.1
August 11, 2026
Data I/O Corporation
6464 185th Avenue N.E., Suite 100
Redmond, WA 98052
| Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel to Data I/O Corporation, a Washington corporation (the “Company”), in connection with a Registration Statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale by certain selling stockholders named in the Registration Statement (“Selling Stockholders”) of up to 4,686,371 shares of our common stock of the Company, no par value per share (“Common Stock”), which consists of 869,840 outstanding shares of Common Stock (the “Outstanding Shares”), 1,080,000 shares of Common Stock (the “Warrant Shares”) issuable upon exercise of outstanding warrants (the “Warrants”) and 2,736,531 shares of Common Stock (the “Conversion Shares”) issuable upon conversion of Series B Convertible Preferred Stock (the “Preferred Stock”). The Preferred Stock was issued upon conversion of convertible debentures dated June 17, 2026 (the “Debentures”) pursuant to Section 3(a)(9). The Outstanding Shares, Warrants and Convertible Debentures were sold to the Selling Stockholders in a private placement pursuant to an exemption from registration pursuant to Section 4(a)(2) of the Securities Act.
We have examined such documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements and instruments, that such agreements and instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements and instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents of officers and other representatives of the Company and of public officials.
Based on the foregoing, and subject to the limitations, qualifications, and assumptions set forth herein, we are of the opinion that:
| 1. | The Outstanding Shares are validly issued, fully paid, and non-assessable. |
| 2. | The Warrant Shares have been duly authorized by all requisite corporate action on the part of the Company, and, when issued by the Company upon exercise or otherwise pursuant to the terms and conditions of the Warrants, the Warrant Shares will be validly issued, fully-paid, and non-assessable. |
Page 2
| 3. | The Conversion Shares have been duly authorized by all requisite corporate action on the part of the Company, and, when issued by the Company upon conversion or otherwise pursuant to the terms and conditions of the Preferred Stock, the Conversion Shares will be validly issued, fully-paid and non-assessable. |
Our opinions expressed above are limited to the laws of the State of Washington.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.
Sincerely,
/s/ Dorsey & Whitney LLP
KRA/CLD