Data I/O Corporation to acquire V-Tek, Inc. and A&J Programming, Inc.

Data I/O Corporation entered into a Stock Purchase Agreement on October 18, 2026 with V-Tek Holdings, LLC, William S. Karol, the William S. Karol Family Trust and Janice Hodson. Under it, Data I/O agreed to acquire all of the issued and outstanding common stock of V-Tek, Inc. and A&J Programming, Inc. The company's Form 8-K states that the acquisition was completed on October 20, 2026. Data I/O issued a press release on the completion on October 21, 2026.

The aggregate purchase price was $23.0 million, made up of $20.0 million in cash and $3.0 million in Data I/O common stock, no par value, valued at $2.68 per share. The price is subject to customary adjustments for working capital, cash, indebtedness and transaction expenses. The agreement places $1.3 million of the purchase price in escrow to secure certain indemnification obligations of the seller. The escrow sits inside the $23.0 million and is not an additional payment.

Separately, on October 19, 2026 Data I/O signed a Securities Purchase Agreement with investors for a private placement, which closed on October 20, 2026. Gross proceeds were approximately $13.25 million, comprising 746,266 common shares at $2.68 per share and convertible debentures totaling approximately $11.25 million. The company intends to use the net proceeds to fund a portion of the acquisition, for working capital and for general corporate purposes. Ladenburg Thalmann & Co. Inc. acted as placement agent, with a cash fee of 7.0% and a management fee of 1.0% of gross proceeds, plus expense reimbursement of up to $75,000.

The five-year notes mature on October 20, 2031 and bear interest at 5.0% per year, paid in cash on November 1 and May 1. The rate increases by one percentage point on each anniversary of the original issue date. The conversion price into common stock is $2.68 per share. The notes convert automatically if shareholders approve a proposal at a special meeting covering the potential issuance of 20% or more of outstanding common stock at prices that may be below the Nasdaq Minimum Price. If the company fails to hold the shareholder meeting by the deadline set in the notes, interest accrues at 8% per year on the unconverted principal, and an event of default raises the rate to 18%.