UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement |
On February 24, 2024, Digimarc Corporation (the “Company”) entered into purchase agreements with investors (collectively, the “Purchase Agreements”) providing for the issuance and sale by the Company of 928,571 common shares, in the aggregate (the “Shares”), in a registered direct offering (the “Offering”). The Shares were offered at a price of $35.00 per Share, and the gross proceeds to the Company from the Offering are expected to be approximately $32.5 million. The closing of the Offering is expected to occur on or about February 27, 2024, subject to the satisfaction of customary closing conditions.
The Company is offering the Shares pursuant to a prospectus supplement dated February 26, 2024, and a prospectus dated July 19, 2023, which is part of a registration statement on Form S-3 (Registration No. 333-272903) that was declared effective by the Securities and Exchange Commission on July 19, 2023. A copy of the opinion of Perkins Coie LLP relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto.
The foregoing description of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreements, a form of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Forward Looking Statements
Statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of proceeds expected from the Offering.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 5.1 | Opinion of Perkins Coie LLP | |
| 10.1 | Form of Common Stock Purchase Agreement, dated February 24, 2024 | |
| 23.1 | Consent of Perkins Coie LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 26, 2024 | ||||||
| By: | /s/ Joel Meyer | |||||
| Joel Meyer | ||||||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | ||||||