Digimarc agrees to sell 4.5M shares at $4.04 each

Investors receive pro rata participation rights in certain future offerings; specified equity issuances are restricted through December 31, 2026, with stated exceptions.

Rhea-AI Filing Summary

Digimarc Corporation (DMRC) entered into agreements to issue and sell 4,500,000 common shares in a registered direct offering at $4.04 per share. Gross proceeds to the company are expected to be approximately $18.2 million; closing is expected on or about September 30, 2026, subject to customary closing conditions. Digimarc intends to use net proceeds for general corporate purposes. Needham & Company acted as sole placement agent.

The agreements grant investors pro rata participation rights in certain future offerings. Those rights end at the earlier of the third anniversary of closing or public disclosure that, for the two most recently ended quarters, both EBIT and net cash provided by (used in) operating activities were greater than $0.00. Unless investors consent, specified equity issuances are restricted through December 31, 2026, subject to stated exceptions. Eligible investors may request resale registration for certain securities they own or later acquire.

Filing Explained

The registration agreement adds a conditional payment obligation: Digimarc may owe liquidated damages in specified circumstances if it misses required resale-registration filing, effectiveness, or maintenance requirements, subject to stated exceptions.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Common shares offered: 4,500,000 shares Price per share: $4.04 per share Expected gross proceeds: Approximately $18.2 million +3 more

6 metrics

Common shares offered 4,500,000 shares Registered direct offering

Price per share $4.04 per share Registered direct offering

Expected gross proceeds Approximately $18.2 million Registered direct offering

Offering closing On or about September 30, 2026 Subject to customary closing conditions

Participation-right period Third anniversary of closing Rights also terminate earlier upon the stated financial-results condition

Specified issuance restriction Through December 31, 2026 Subject to investor consent and stated exceptions

Key Terms

registered direct offering, Offering Participation Right, overallotment rights, Registrable Securities, +1 more

5 terms

registered direct offering financial

"in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

Offering Participation Right financial

"such right, the "Offering Participation Right""

overallotment rights financial

"provide for certain overallotment rights"

Registrable Securities financial

"the "Registrable Securities""

liquidated damages financial

"obligated to pay liquidated damages to the Holders"

A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares is DMRC offering, and at what price?

Digimarc agreed to issue and sell 4,500,000 common shares at $4.04 per share in a registered direct offering. Closing is expected on or about September 30, 2026, subject to customary closing conditions.

How much does Digimarc expect to raise in the DMRC offering?

Digimarc expects approximately $18.2 million in gross proceeds. The company intends to use net proceeds for general corporate purposes.

What resale registration rights do investors in the DMRC offering receive?

Holders meeting specified ownership or affiliate-status criteria may request a resale registration statement on Form S-3 or another appropriate form covering Registrable Securities not already registered on an effective registration statement. Digimarc may owe liquidated damages in certain circumstances, including specified failures to file, obtain effectiveness, or maintain effectiveness, subject to agreement exceptions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/30/2026 - 09:38 AM Accepted by SEC EDGAR 09/30/2026 - 09:38 AM Learn about SEC filing dates

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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): September 29, 2026

DIGIMARC CORPORATION

(Exact name of registrant as specified in its charter)

Oregon	001-43301	41-4528284
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

8500 SW Creekside Place, 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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value Per Share		DMRC		The NASDAQ Stock Market LLC

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. ☐

Item 1.01. Entry into a Material Definitive Agreement

On September 29, 2026, Digimarc Corporation (the "Company") entered into purchase agreements with investors (collectively, the "Purchase Agreements") providing for the issuance and sale by the Company of 4,500,000 common shares, in the aggregate (the "Shares"), in a registered direct offering (the "Offering"). The Shares were offered at a price of $4.04 per Share, and the gross proceeds to the Company from the Offering are expected to be approximately $18.2 million. The closing of the Offering is expected to occur on or about September 30, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Offering for general corporate purposes. 

Pursuant to the Purchase Agreements, we have agreed to provide participation rights to each of the investors to participate in offerings in which we or our subsidiaries offer any of our equity securities or rights to subscribe for, or option to purchase or otherwise acquire our equity securities (including offerings of our common stock or other securities or contracts convertible into or exercisable or exchangeable for our common stock or whose value is determined by reference to our common stock), excluding certain exempted issuances described in the Purchase Agreements (a "Proposed Offering"). Investors have the right, but not the obligation, to purchase the securities being sold in such Proposed Offering on a pro rata basis based on the investor’s percentage beneficial ownership of our outstanding common stock at the time of the Proposed Offering at the same price per security and on the same terms as those granted to any other participant in the Proposed Offering (such right, the "Offering Participation Right"). The Offering Participation Right shall terminate and expire on the earlier of (i) the third anniversary of the closing date of the Purchase Agreements, and (ii) such date as the Company has publicly disclosed financial results demonstrating that for the two most recently ended quarters the Company achieved, on a consolidated basis, both (A) net income before interest expense and income tax expense (i.e., "EBIT") of greater than $0.00, and (B) net cash provided by (used in) operating activities of greater than $0.00, in each case calculated as set forth in the Purchase Agreements. The Purchase Agreements also provide for certain overallotment rights, subject to the limitations described in the Purchase Agreements.

Additionally, the Purchase Agreements provide that from the date of the Purchase Agreements until December 31, 2026, unless consented to pursuant to the terms of the Purchase Agreements, the Company may not directly or indirectly issue, offer, sell, or grant any shares of common stock or certain securities convertible into, or exercisable or exchangeable for, or whose value is determined by reference to, shares of common stock, except for (i) certain acquisitions, joint ventures, license or leasing arrangements, or other strategic transactions, provided that such issuance is not primarily for raising capital; (ii) the shares issued upon conversion or exercise of certain convertible securities; (iii) equity awards issued under our equity incentive plans as in effect on the closing date; or (iv) shares issued pursuant to existing arrangements described in our filings with the SEC.

In connection with the Purchase Agreements, the Company also entered into a registration rights agreement (the "Registration Rights Agreement") with certain investors. Pursuant to the Registration Rights Agreement, investors satisfying certain ownership or affiliate-status criteria (the "Holders") are entitled to certain resale registration rights with respect to certain securities now owned or hereafter acquired by such investors (the "Registrable Securities"), subject to certain specified exceptions, conditions and limitations as set forth in the Registration Rights Agreement. Under the Registration Rights Agreement, following a request by a Holder, the Company is obligated to file with the SEC a resale registration statement on Form S-3, or other appropriate form, covering all of the Registrable Securities that are not then registered on an effective registration statement.  The Company's obligations to file such registration statement are subject to specified exceptions and limitations as are set forth in the Registration Rights Agreement. Subject to exceptions set forth in the Registration Rights Agreement, the Company will be obligated to pay liquidated damages to the Holders in certain circumstances, including if the Company fails to file a resale registration statement when required, fails to cause such resale registration statement to be declared effective by the SEC when required, or fails to maintain the effectiveness of the resale registration statement.

The Company is offering the Shares pursuant to a prospectus supplement dated September 29, 2026, and a prospectus dated July 13, 2026, which is part of a registration statement on Form S-3 (Registration No. 333-297287) that was declared effective by the Securities and Exchange Commission on July 13, 2026. A copy of the opinion of Ashurst Perkins Coie US 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 descriptions of the Purchase Agreements and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreements and the Registration Rights Agreement, forms of which are attached as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On September 30, 2026, the Company issued a press release announcing the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

The information furnished in Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K contains various "forward-looking statements." These forward-looking statements include statements and any related inferences regarding expectations with respect to the Offering, including the completion and timing of the Offering, the satisfaction of customary closing conditions related to the Offering, and the expected amount and use of any proceeds therefrom, and other statements identified by terminology such as "will," "should," "expects," "estimates," "predicts," "continue" and "intend" or other derivations of these or other comparable terms. These forward-looking statements are statements of management’s opinion and are subject to various assumptions, risks, uncertainties and changes in circumstances. Actual results may vary materially from those expressed or implied from the statements in this Current Report on Form 8-K as a result of changes in economic, business and/or regulatory factors. More detailed information about risk factors that may affect actual results is set forth in the Company’s Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q, and in subsequent periodic reports filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date of this Current Report on Form 8-K. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this Current Report on Form 8-K. 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Ashurst Perkins Coie US LLP
10.1		Form of Common Stock Purchase Agreement, dated September 29, 2026
10.2		Form of Registration Rights Agreement, dated September 29, 2026
23.1		Consent of Ashurst Perkins Coie US LLP (included in Exhibit 5.1)
99.1		Press Release, dated September 30, 2026
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: September 30, 2026

	Digimarc Corporation
	By:	/s/ Charles Beck
		Chief Financial Officer, Treasurer and Secretary

Exhibit 99.1

Digimarc Announces Registered Direct Offering of Common Stock

Beaverton, Ore. – September 30, 2026 – Digimarc Corporation (NASDAQ: DMRC), a leading provider in digital identity and authentication solutions, today announced that it has entered into purchase agreements to sell common shares in a registered direct offering led by an existing Digimarc investor.

Needham & Company acted as sole placement agent in the registered direct offering.

The gross proceeds to Digimarc from the offering are expected to be approximately $18.2 million. The offering is expected to close on or about September 30, 2026, subject to the satisfaction of customary closing conditions. Digimarc intends to use the net proceeds from the offering for general corporate purposes.

The shares described above are being offered by Digimarc pursuant to a registration statement on Form S-3 previously filed with and subsequently declared effective by the Securities and Exchange Commission ("SEC") on July 13, 2026. The offering of the securities is being made only by means of a base prospectus and prospectus supplement that forms a part of the effective registration statement. The prospectus supplement and accompanying base prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website at sec.gov.

"The response to this offering came largely from an existing shareholder who already knows this company well, and chose to increase their position meaningfully. It reflects a shared view of where the market for verifiable digital authentication is heading and of Digimarc's leadership in it. We intend to put this capital to work with discipline against the priorities we have previously laid out" as noted by Paul Carreiro, President & CEO of Digimarc.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities 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.

About Digimarc

Digimarc (NASDAQ: DMRC) is building the trust layer for the modern world. As AI accelerates how we produce, share, and interact with the world, the risks of fraud, counterfeiting, and misinformation are growing exponentially. Our innovative, highly scalable, and ultra-secure solutions make it possible for consumers, businesses, and intelligent systems to instantly verify what’s real, protect what matters, and transact with confidence. Digimarc’s solutions for loss prevention, authentication, and digital are built to counter the speed and sophistication of today’s AI-enabled threats. Trusted by the world’s central banks to deter the counterfeiting of global currency, we exist to protect truth in every interaction, spanning both the physical and digital worlds.

Forward-looking Statements

With the exception of historical and factual information contained in this release, the matters described in this release contain various "forward-looking statements." These forward-looking statements include statements and any related inferences regarding expectations with respect to the registered direct offering, including the completion and timing of the offering, the satisfaction of customary closing conditions related to the offering, and the expected use of any proceeds therefrom, and other statements identified by terminology such as "will," "should," "expects," "estimates," "predicts," "continue" and “intend” or other derivations of these or other comparable terms. These forward-looking statements are statements of management's opinion and are subject to various assumptions, risks, uncertainties and changes in circumstances. Actual results may vary materially from those expressed or implied from the statements in this release as a result of changes in economic, business and/or regulatory factors. More detailed information about risk factors that may affect actual results is set forth in Digimarc's Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q, and in subsequent periodic reports filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date of this release. Except as required by law, Digimarc undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this release.

Contacts

Company Contact:

Charles Beck

Chief Financial Officer

Charles.Beck@digimarc.com

+1 503-469-4721

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 8.6 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 124.9 KB
• EX-10.2 EXHIBIT 10.2 124.8 KB

Other Documents

• EX-5.1 EXHIBIT 5.1 8.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB