Data I/O Corp美股招股说明书(2026-08-13版)

4,686,371 Shares of Common Stock This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under “Selling Stockholders,” of up to4,686,371 shares of our common stock, no par value per share (“Common Stock”), which consists of 869,840 outstanding shares of Common Stock,1,080,000 shares of Common Stock issuable upon exercise of outstanding warrants (the “Warrants”) and 2,736,531 shares of Common Stock issuableupon conversion of Series B Convertible Preferred Stock (the “Preferred Stock”). The securities were issued in connection with a private placement tothe investors who participated in such offering. We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of shares of our Common Stock by the sellingstockholders under this prospectus. The selling stockholders will bear all brokerage commissions and similar expenses attributable to the sale of sharesunder this prospectus, and we will bear all costs, expenses and fees in connection with the registration of such shares. The selling stockholders may sellthe shares of our Common Stock offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokeragetransactions or through any other means described in this prospectus. Such shares may be sold at fixed prices, at market prices prevailing at the time ofsale, at prices related to prevailing market price or at negotiated prices. See “Plan of Distribution” beginning on page11. Our Common Stock is listed on the Nasdaq Capital Market under the symbol DAIO. On August12, 2026, the reported sale price of our Common Stockon the Nasdaq Capital Market was $3.00 per share. Investing in our securities involves certain risks. See the “Risk Factors” section beginning on page5 of this prospectus,in any applicable prospectus supplement and in our Securities and Exchange Commission (“SEC”) filings that areincorporated by reference herein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is August12, 2026. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERS PLAN OF DISTRIBUTION Table of Contents ABOUT THIS PROSPECTUS This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under “Selling Stockholders” beginningon page 8, of up to4,686,371 shares of our Common Stock held by the selling shareholders or issuable upon exercise or conversion of the Warrants andPreferred Stock. We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of shares of our CommonStock by the selling stockholders under this prospectus. To the extent the Warrants are exercised, we would receive the proceeds of the warrant exercise. This prospectus is part of a registration statement on Form S-1 that we have filed with the SEC. This prospectus omits some of the informationcontained in the registration statement, and we refer you to the full registration statement for further information about us and the securities beingoffered by the selling stockholders under this prospectus. Before making an investment decision, you should read, in addition to this prospectus and theregistration statement, any documents that we incorporate by reference in this prospectus, as referred to under “Incorporation By Reference” beginningon page 13, and the information under “Where You Can Find More Information” beginning on page 14. Any statement contained in the prospectusconcerning the provisions of any document filed as an exhibit to the registration statement or otherwise filed with the SEC is not necessarily complete,and in each instance reference is made to the copy of the document filed. You should review the complete document to evaluate these statements.Further, you should not assume that the information in this prospectus or any documents incorporated by reference herein is accurate as of any date otherthan the date of each document. Our business, financial condition, results of operations or prospects may have changed since those dates. Neither we nor the selling stockholders have authorized any other person to provide you with any information or to make any representations, other thanthose contained in this prospectus or incorporated by reference in this prospectus. If anyone provides you with additional, different or inconsistentinformation, you should not rely on it. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in anyjurisdiction where the offer or sale is not permitted. The represe