DIGIMARC CORPORATION (NASDAQ:DMRC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On June23, 2017, Digimarc Corporation (the Company) entered into
a purchase agreement with an investor (the Purchase Agreement)
providing for the issuance and sale by the Company of 500,000
common shares (the Shares) in a registered direct offering (the
Offering). The Shares were offered at a price of $35.55 per
Share, and the gross proceeds to the Company from the Offering
are expected to be approximately $17.8million. The closing of the
Offering is expected to occur on or about June28, 2017, subject
to the satisfaction of customary closing conditions.

The Company is offering the shares to a prospectus supplement
dated June26, 2017, and a prospectus dated June9, 2017, which is
part of a registration statement on Form S-3 (Registration
No.333-218300) that was declared effective by the Securities and
Exchange Commission on June9, 2017. 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 Agreement, a form of
which is filed as Exhibit 10.1 hereto and is incorporated herein
by reference.

Item8.01 Other Events

On June26, 2017, 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 risk
and uncertainties, such as statements related to the anticipated
closing of the Offering and the amount of proceeds expected from
the Offering. The risks and uncertainties involved include the
Companys ability to satisfy certain conditions to closing on a
timely basis or at all, as well as other risks detailed from time
to time in the Companys Securities and Exchange Commission
filings, including in its annual filing on Form 10-K filed with
the SEC on February23, 2017 and the final prospectus supplement
to be filed with the SEC.

(d) Exhibits

Digimarc CORP Exhibit
EX-5.1 2 d408401dex51.htm EX-5.1 EX-5.1 Exhibit 5.1 June 26,…
To view the full exhibit click here
About DIGIMARC CORPORATION (NASDAQ:DMRC)

Digimarc Corporation (Digimarc) enables governments and enterprises to give digital identities to media and objects that computers can sense and recognize. The Company’s Digimarc Discover and Digimarc Barcode Intuitive Computing Platform are designed to optimize the identification of consumer brand impressions, facilitating mobile-centric shopping. The Company operates through media management solutions segment. The Company’s platform includes means to embed Digimarc Barcodes, invisible and inaudible barcode-like information that is recognizable by smartphones, industrial scanners, and other computer interfaces into various forms of media content, including consumer product packaging. Its Digimarc Barcodes have various applications, including facilitating scanning of products at retail checkout, as well as improved engagement with smartphone-equipped consumers. The Digimarc Barcode allows automatic identification of media without visible computer codes, such as traditional barcodes.