The S-1/A is a procedural step toward allowing selling stockholders to resell a large block of shares (4.7M shares vs ~30M market cap). Expect overhang until the S-1 becomes effective and the selling begins. Monitor for the EFFECT notice — once effective, the stock may face selling pressure as these shares enter the market. The company receives no proceeds from this resale.
Executive Summary
Data I/O Corp filed Amendment No. 1 to its S-1 registration statement, a purely procedural step to add Exhibit 5.1 (a legal opinion from Dorsey & Whitney LLP). The S-1 registers the resale of up to 4,686,371 shares of common stock by selling stockholders, comprising 869,840 outstanding shares, 1,080,000 warrant shares, and 2,736,531 conversion shares from Series B Convertible Preferred Stock issued in a June 2026 private placement. This filing does not change the company's business or financials and is a routine step toward the S-1 becoming effective, enabling the selling stockholders to sell their shares into the public market.
Key Facts
- Amendment No. 1 to S-1 filed solely to add Exhibit 5.1 (legal opinion).
- Registers up to 4,686,371 shares for resale by selling stockholders.
- Shares consist of 869,840 outstanding shares, 1,080,000 warrant shares, and 2,736,531 conversion shares from Series B Convertible Preferred Stock.
- The underlying securities were issued in a June 17, 2026 private placement via convertible debentures and warrants.
- The S-1 is a resale registration, not a primary offering — no new capital raised for the company.
Financial Impact
Potential dilution of up to 4,686,371 shares (approximately 15.6% of current market cap based on $30M market cap) hitting the market upon effectiveness, but no new cash to the company.
Risk Factors
- Significant dilution risk: up to 4.7M shares (potentially >15% of shares outstanding) could be sold into the market.
- No new capital raised — the company does not benefit from this offering.
- Selling stockholders may have low cost basis from the June 2026 private placement, incentivizing sales.
- The S-1 registration suggests these holders intend to sell, creating persistent overhang.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 10 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (DAIO) — Batch item 1 | 0001193125-26-344149 |
| Document: d128048dex51.htm | 0001193125-26-344149 |
| Document: 0001193125-26-344149-index-headers.html | 0001193125-26-344149 |
| Document: 0001193125-26-344149-index.html | 0001193125-26-344149 |
| Document: 0001193125-26-344149.txt | 0001193125-26-344149 |
| S-1/A Filing (DAIO) — Batch item 6 | 0001193125-26-344149 |
| Document: d128048dex51.htm | 0001193125-26-344149 |
| Document: 0001193125-26-344149-index-headers.html | 0001193125-26-344149 |
| Document: 0001193125-26-344149-index.html | 0001193125-26-344149 |
| Document: 0001193125-26-344149.txt | 0001193125-26-344149 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 today | 3 | — | awaiting T+20 | — | — |
Oct 27, 2026 today | SC 13G | $2.45 | awaiting T+20 | — | $2.44 (−0.41%) |
Oct 22, 2026 5d ago | 8-K | $2.49 | awaiting T+20 | — | $2.44 (−2.01%) |
Oct 19, 2026 8d ago | 8-K | $2.52 | awaiting T+20 | — | $2.44 (−3.17%) |
Oct 19, 2026 8d ago | Press Release | $2.52 | awaiting T+20 | — | $2.44 (−3.17%) |
Oct 19, 2026 8d ago | Press Release | $2.52 | awaiting T+20 | — | $2.44 (+3.17%) |
Aug 13, 2026 10w ago | EFFECT | $3.22 $2.77 | ▲ +13.98% | ▲ +12.23% | $2.44 (+24.22%) |
Aug 12, 2026 10w ago | Press Release | $3.22 $2.77 | ▲ +13.98% | ▲ +12.23% | $2.44 (+24.22%) |
Aug 11, 2026 11w ago | S-1/A | $2.92 $2.78 | ▲ +4.79% | ▲ +3.74% | $2.44 (+16.44%) |
Jul 30, 2026 12w ago | 8-K | $2.84 $2.93 | ▲ +3.17% | ▲ +0.18% | $2.44 (−14.08%) |
US Market Status
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