Digimarc Corporation (NasdaqGS:DMRC) entered into a definitive agreement to acquire EVRYTHNG Limited for approximately $110 million on November 15, 2021. The consideration comprises of initial consideration of $50 million, subject to certain adjustments, to be paid at closing by issuance of approximately 0.785 million shares and 0.215 million warrants of Digimarc and an earn-out payment range anywhere from $0 to $50 million of common stock based on Product Annual Recurring Revenue, will be issued in September 2022. The closing consideration is subject to customary adjustments for cash, indebtedness, working capital and transaction expenses.

Digimarc estimates that it will fund approximately $7.9 million at closing for the repayment of Evrythng's outstanding indebtedness, transaction expenses and certain other liabilities. Post completion, EVRYTHNG will operate as wholly owned subsidiary of Digimarc. The transaction is subject to the satisfaction or waiver of certain closing conditions and is expected to close in January 2022.

Fortis Advisors LLC acted as the representative of the sellers. Roy W. Tucker and Joe Bailey of Perkins Coie LLP acted as legal advisor to Digimarc Corporation (NasdaqGS:DMRC). Niall Murphy and Simon Eyers acted as legal advisor to Digimarc Corporation (NasdaqGS:DMRC).

Ylan Steiner and Katie Cotton acted as legal advisor to the seller. Simon Bridges, Dylan Kearns and Amy LaBan of Canaccord Genuity LLC acted as financial advisors to EVRYTHNG Limited.