Item 1.01. Entry into a Material Definitive Agreement

On April 5, 2022, Digimarc Corporation (the "Company") entered into purchase agreements with investors (collectively, the "Purchase Agreements") providing for the issuance and sale by the Company of 2,250,000 common shares, in the aggregate (the "Shares"), in a registered direct offering (the "Offering"). The Shares were offered at a price of $25.90 per Share, and the gross proceeds to the Company from the Offering are expected to be approximately $58.3 million. The closing of the Offering is expected to occur on or about April 7, 2022, subject to the satisfaction of customary closing conditions.

The Company is offering the Shares pursuant to a prospectus supplement dated April 6, 2022, and a prospectus dated July 24, 2020, which is part of a registration statement on Form S-3 (Registration No. 333-238995) that was declared effective by the Securities and Exchange Commission on July 24, 2020. 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 Agreement 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.

Item 8.01 Other Events

On April 6, 2022, the Company issued a press release announcing the Offering. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Offering, nor shall there be any sale of such shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 April 5, 2022

23.1           Consent of Perkins Coie LLP (included in Exhibit 5.1)

99.1           Press Release issued by the Company, dated April 6, 2022

104          Cover Page Interactive Data File (embedded within the Inline XBRL document)

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