Current Report Filing (8-k)
October 01 2020 - 1:53PM
Edgar (US Regulatory)
Digimarc CORP OR false 0001438231 --12-31 0001438231 2020-10-01 2020-10-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2020
DIGIMARC CORPORATION
(Exact name of registrant as specified in its charter)
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Oregon
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001-34108
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26-2828185
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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9405 SW Gemini Drive, Beaverton Oregon 97008
(Address of principal executive offices) (Zip Code)
(503) 469-4800
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of Each Class
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Trading
Symbol
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Name of Each Exchange
on Which Registered
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Common Stock, $0.001 Par Value Per Share
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DMRC
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 3.02
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Unregistered Sales of Equity Securities
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The information contained in Item 8.01 of this Report is incorporated by reference into this Item 3.02.
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Item 3.03
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Material Modification to Rights of Security Holders
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The information contained in Item 8.01 of this Report is incorporated by reference into this Item 3.03.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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The information contained in Item 8.01 of this Report is incorporated by reference into this Item 5.03.
As previously reported, on September 29, 2020, Digimarc Corporation (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) with TCM Strategic Partners L.P. (the “Purchaser”) to issue and sell to Purchaser (the “Private Placement”) (i) 2,542,079 shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) 16,970 shares (the “Series B Shares”) of the Company’s newly designated Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Convertible Preferred Stock”), for an aggregate purchase price of $53.5 million. The entry into the Subscription Agreement and completion of the purchase and sale of the Common Shares were reported in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 29, 2020 (the “Prior 8-K”), which is incorporated herein by reference.
On September 30, 2020, the Company filed the Articles of Amendment (as defined in the Prior 8-K) to designate the Series B Convertible Preferred Stock with the Secretary of State of Oregon.
On October 1, 2020, the Company and the Purchaser closed the issuance and sale of 16,970 Series B Shares, resulting in proceeds to the Company of $16.97 million. The Series B Shares were issued in a private placement exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”) pursuant to Section 4(a)(2) thereof, and the shares of Common Stock issuable upon conversion of the Series B Shares will be issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act.
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: October 1, 2020
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By:
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/s/ Robert P. Chamness
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Robert P. Chamness
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Executive Vice President, Chief Legal Officer and Secretary
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