UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 7.01. | Regulation FD Disclosure |
On March 20, 2025, April 15, 2025 and April 17, 2025, Ocho Investments LLC (“Ocho Investments”), a shareholder of Digimarc Corporation (“Digimarc” or the “Company”), made certain filings, including exhibits, with the U.S. Securities and Exchange Commission (the “SEC”). Two of these filings were made by Ocho Investments on Schedule 13D (as amended, the “Schedule 13D”) and one filing constituted a Notice of Exempt Solicitation (together with the Schedule 13D, the “Shareholder Communications”). The members of the Board and management of the Company continue to engage with Ocho Investments on the subject matter.
On April 19, 2025, the founder and portfolio manager of Lagoda Investment Management (“LIM”), a shareholder of Digimarc, issued a letter to the Board expressing, among other things, unqualified disagreement with the Shareholder Communications and confirming LIM’s support for Mr. McCormack’s performance and continued service as chief executive officer (the “LIM Response Letter”). On April 22, 2025, the chief executive officer and co-chief investment officer of Kimelman & Baird LLC (“K&B”), a second Digimarc shareholder, issued a letter to Ms. Kool confirming K&B’s support of a recent decision made by the Board, Ms. Kool, as chair of the Board, and Digimarc’s chief executive officer, Mr. McCormack, to adjust the Company’s direction (the “K&B Response Letter”). On April 23, 2025, a founding partner of Silverberg Bernstein Capital Management, a third Digimarc shareholder, issued a letter to Ms. Kool expressing support for Mr. McCormack’s performance and continued service as chief executive officer (the “SBCM Response Letter”).
The foregoing descriptions of the LIM Response Letter, K&B Response Letter and SBCM Response Letter do not purport to be complete and are qualified in their entirety by the full texts of each letter. Copies of the LIM Response Letter, K&B Response Letter and SBCM Response Letter are attached as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Letter to the Board of Directors, issued by Lagoda Investment Management. | |
| 99.2 | Letter to the Chair of the Board of Directors, issued by Kimelman & Baird LLC. | |
| 99.3 | Letter to the Chair of the Board of Directors, issued by Silverberg Bernstein Capital Management. | |
| 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: April 24, 2025
| By: | /s/ George Karamanos | |
| George Karamanos | ||
| Executive Vice President, Chief Legal Officer and Secretary |