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): November 9, 2017
DIGIMARC CORPORATION
(Exact name of registrant as specified in its charter)
Oregon | 001-34108 | 26-2828185 | ||
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
9405 SW Gemini Drive, Beaverton Oregon 97008
(Address of principal executive offices) (Zip Code)
(503) 469-4800
(Registrants 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)) |
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 November 9, 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 331,034 common shares (the Shares) in a registered direct offering (the Offering). The Shares were offered at a price of $36.25 per Share, and the gross proceeds to the Company from the Offering are expected to be approximately $12 million. The closing of the Offering is expected to occur on or about November 13, 2017, subject to the satisfaction of customary closing conditions.
The Company is offering the shares pursuant to a prospectus supplement dated November 13, 2017, and a prospectus dated June 9, 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 June 9, 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.
Item 8.01 | Other Events |
On November 13, 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 February 23, 2017 and the final prospectus supplement to be filed with the SEC.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
EXHIBIT INDEX
SIGNATURES
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: November 13, 2017
By: |
/s/ Charles Beck |
|
Charles Beck | ||
Chief Financial Officer and Treasurer |
Exhibit 5.1
November 13, 2017
Digimarc Corporation
9405 SW Gemini Drive
Beaverton, Oregon 97008
Ladies and Gentlemen:
We have acted as counsel to Digimarc Corporation, an Oregon corporation (the Company ), in connection with the issuance and sale of 331,034 shares (the Shares ) of the Companys common stock $0.001 par value per share (the Common Stock ), pursuant to a Purchase Agreement, dated November 9, 2017, between the Company and the investor signatory thereto (the Purchase Agreement ). Rights to purchase shares of the Companys common stock (the Rights ) under the Rights Agreement, dated July 31, 2008, between the Company and Broadridge Corporate Issuer Solutions, Inc., as successor Rights Agent to Computershare Trust Company, N.A., as amended, are associated with the Shares. The Shares will be issued pursuant to the Companys Registration Statement on Form S-3 (No. 333-218300) as filed with the Securities and Exchange Commission (the Registration Statement ) under the Securities Act of 1933, as amended (the Securities Act ) and the related prospectus dated June 9, 2017 and prospectus supplement dated November 13, 2017 (collectively, the Prospectus ).
We have examined the Registration Statement, the Prospectus, the Purchase Agreement and other instruments, certificates, records and documents, matters of fact and questions of law that we have deemed necessary for the purposes of this opinion. In our examination, we have assumed the authenticity of documents submitted to us as originals and the genuineness of all signatures, the conformity to the original documents of all documents submitted to us as copies, and the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, certificates, records and documents we have reviewed.
Based upon the foregoing, we are of the opinion that the Shares and the associated Rights have been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with the terms of the Purchase Agreement and the Registration Statement, the Shares and the associated Rights will be validly issued, and the Shares will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Companys Current Report on Form 8-K dated November 13, 2017, incorporated by reference into the Registration Statement, and to the reference to this firm under the heading Legal Matters in the Prospectus. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or related rules, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term expert as used in the Securities Act or related rules.
Digimarc Corporation
November 13, 2017
Page 2
Very Truly Yours,
/s/ Perkins Coie LLP
PERKINS COIE LLP
Exhibit 10.1
FORM OF
COMMON STOCK PURCHASE AGREEMENT
This common stock purchase agreement (this Agreement ) is made as of November 9, 2017, by and between , a Massachusetts business trust ( Purchaser ), and Digimarc Corporation, an Oregon corporation (the Company ).
R ECITALS
Subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended (the Securities Act ), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
T ERMS AND C ONDITIONS
In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:
ARTICLE I
D EFINITIONS
1.1 Definitions . In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1 :
Base Prospectus means the prospectus, dated June 9, 2017, contained in the Registration Statement.
Closing means the closing of the purchase and sale of the Shares pursuant to Section 2.2.
Closing Date means the Trading Day on which all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof.
Commission means the United States Securities and Exchange Commission.
Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.
Disclosure Package means, collectively, the Prospectus, together with the documents incorporated by reference therein.
Exchange Act means the Securities Exchange Act of 1934.
Prospectus means the Prospectus Supplement, together with the Base Prospectus.
Prospectus Supplement means the supplement to the Base Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission and delivered by the Company to the Purchaser at the Closing.
Registration Statement means the effective registration statement with Commission File No. 333-218300 that registers the sale of the Shares to the Purchaser, as such Registration Statement may be amended and supplemented from time to time (including pursuant to Rule 462(b) of the Securities Act).
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Shares means 331,034 shares of Common Stock issued or issuable to the Purchaser pursuant to this Agreement.
Short Sales means, all short sales as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and forward sale contracts, options, puts, calls, short sales, put equivalent positions (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.
Subscription Amount means $11,999,982.50, the aggregate amount to be paid for the Shares purchased hereunder in United States dollars and in immediately available funds.
Trading Day means a day on which the Nasdaq Global Market is open for trading.
Transfer Agent means Broadridge Financial Solutions, Inc., 2 Journal Square, Jersey City, New Jersey 07306, and any successor transfer agent of the Company.
ARTICLE II
P URCHASE AND S ALE
2.1 Closing . The Company has authorized the sale and issuance to the Purchaser, and the Purchaser agrees to purchase from the Company, the Shares for a purchase price of $36.25 per Share.
(a) The offering and sale of the Shares (the Offering ) is being made pursuant to (i) the Registration Statement filed by the Company with Commission, including the Base Prospectus; (ii) if applicable, certain free writing prospectuses (as that term is defined in Rule 405 under the Securities Act) that have been or will be filed, if required, with the Commission and delivered to the Purchaser on or before the date hereof, containing certain
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supplemental information regarding the terms of the Offering and the Company; and (iii) the Prospectus Supplement containing certain supplemental information regarding the Shares and the terms of the Offering and information that may be material to the Company and its securities that was delivered to the Purchaser and will be filed with the Commission.
(b) At the Closing, the Company and Purchaser agree that the Purchaser will purchase from the Company and the Company will issue and sell to the Purchaser, upon the terms and conditions set forth herein, the Shares. There is no placement agent or underwriter for this Offering. The Shares are being issued directly by the Company to the Purchaser.
2.2 Closing and Delivery of the Shares and Funds .
(a) The Closing shall take place at the offices of Perkins Coie LLP, 1120 NW Couch Street, Tenth Floor, Portland, Oregon 97209, or such other location as the parties shall mutually agree on the Closing Date. At the Closing, (i) the Purchaser shall deliver to the Company, via wire transfer in accordance with the instructions provided by the Company, immediately available funds equal to the Subscription Amount, and (ii) the Company shall deliver irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver via The Depository Trust Company Deposit or Withdrawal at Custodian system the Shares, registered in the name of Purchaser.
(b) The Companys obligation to issue and sell the Shares to the Purchaser and the Purchasers obligation to purchase the Shares from the Company shall be subject to: (i) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and (ii) no objection shall have been raised by the NASDAQ Stock Market, LLC with respect to the consummation of the transactions contemplated by this Agreement.
ARTICLE III
R EPRESENTATIONS AND W ARRANTIES
3.1 Representations, Warranties and Covenants of the Company . The Company acknowledges, represents and warrants to, and agrees with, the Purchaser that:
(a) The Company has the requisite right, power and authority to enter into this Agreement, to authorize, issue and sell the Shares as contemplated by this Agreement and to perform and to discharge its obligations hereunder; and this Agreement has been duly authorized, executed and delivered by the Company, and constitutes the valid and binding obligation of the Company enforceable in accordance with its terms, except (i) as may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to enforcement of creditors rights generally and by general principles of equity and (ii) to the extent any indemnification or contribution provisions contained herein may further be limited by applicable laws and principles of public policy.
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(b) The Shares to be issued and sold by the Company to the Purchaser under this Agreement have been duly authorized and the Shares, when issued and delivered against payment therefor as provided in this Agreement, will be validly issued, fully paid and non-assessable and free of any preemptive or similar rights. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, proposes to file the Prospectus with the Commission pursuant to Rule 424(b) in relation to the sale of the Shares.
(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any law, rule or regulation to which the Company or any subsidiary is subject, or by which any property or asset of the Company or any subsidiary is bound or affected, (ii) conflict with, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument or obligation or other understanding to which the Company or any subsidiary is a party of by which any property or asset of the Company or any subsidiary is bound or affected, or (iii) result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Companys articles of incorporation, except in the case of clauses (i) and (ii) such breaches, violations, defaults, or conflicts which are not, individually or in the aggregate, reasonably likely to result in a material adverse effect upon the business, properties, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or in its ability to perform its obligations under this Agreement.
(d) The Company shall, by 5:30 p.m. Eastern time on the Trading Day immediately following the date of this Agreement, issue a Current Report on Form 8-K including the form of purchase agreement and an opinion of legal counsel as to the validity of the Shares as exhibits thereto. The Purchaser shall have the right to review such Current Report on Form 8-K.
(e) No brokerage or finders fees or commissions are or will be payable by the Company or any of its subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this section that may be due in connection with the transactions contemplated by this Agreement.
3.2 Representations, Warranties and Covenants of the Purchaser . Purchaser acknowledges, represents and warrants to, and agrees with, the Company that:
(a) At the time the Purchaser was offered the Shares, it was, and as of the date hereof it is an accredited investor as defined in Rule 501(a) under the Securities Act.
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(b) It has had the opportunity to review this Agreement and the Companys filings with the Commission and has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares.
(c) No agent of the Company has been authorized to make and no such agent has made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Shares, except as set forth in or incorporated by reference in the Base Prospectus or the Prospectus Supplement or as otherwise contemplated by this Agreement.
(d) (i) The Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except (A) as may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to enforcement of creditors rights generally and by general principles of equity and (B) to the extent any indemnification or contribution provisions contained therein may further be limited by applicable laws and principles of public policy.
(e) The Shares to be purchased by the Purchaser hereunder will be acquired for the Purchasers own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to the Purchasers right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws.
(f) Nothing in this Agreement, the Prospectus, the Disclosure Package or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.
(g) Since the time that Purchaser first began discussions with the Company about the transactions contemplated by this Agreement, the Purchaser has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with the Purchaser, (i) disclosed any information regarding the Offering to any third parties (other than Purchasers legal and accounting advisors), or (ii) engaged in any Short Sales involving the Companys securities. The Purchaser covenants that, prior to the time that the transactions contemplated by this Agreement are publicly disclosed, neither it nor any person acting on its behalf or pursuant to any understanding with it will (i) disclose any information regarding the Offering to any third parties (other than Purchasers legal and accounting advisors), or (ii) engage in any Short Sales involving the Companys securities.
(h) Purchaser hereby agrees that, during the period commencing on the Closing Date and continuing until the six-month anniversary of the Closing Date (such period, the Lock-Up
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Period ), neither Purchaser nor any person acting on its behalf or pursuant to any understanding with Purchaser will, directly or indirectly: (i) effect or agree to effect any Short Sale with respect to any of the Shares, borrow or pre-borrow any of the Shares, or grant any other right with respect to the Shares or with respect to any security that includes, is convertible into or exercisable for or derives any significant part of its value from the Shares or otherwise seek to hedge Purchasers position in the Shares; (ii) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, or (iv) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), (iii) or (iv) above is to be settled by delivery of Shares or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), (iii) or (iv), a Prohibited Transfer ). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Shares as one of its equity holders for any purpose. In order to enforce this Section 3.2(h) , the Company may impose stop-transfer instructions with respect to the Shares until the end of the Lock-Up Period. During the Lock-Up Period, each book-entry account evidencing any Shares shall include a legend in substantially the following form, in addition to any other applicable legends:
THE SECURITIES REPRESENTED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A COMMON STOCK PURCHASE AGREEMENT, DATED AS OF NOVEMBER 9, 2017, BY AND BETWEEN DIGIMARC CORPORATION (THE COMPANY) AND THE PURCHASER NAMED THEREIN, AS AMENDED. A COPY OF SUCH COMMON STOCK PURCHASE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.
At the termination of the Lock-Up Period, the Company shall take all reasonably necessary steps to remove any restrictive legend on the Shares and issue to the Purchaser shares free and clear of any such restrictive legend. For the avoidance of doubt, this Lock-Up Period will not apply to any shares purchased or to be purchased outside of this Agreement.
(i) The Purchasers signature page sets forth all securities of the Company held or beneficially owned by such Purchaser as of the date hereof. Such Purchaser does not hold or beneficially own any other securities of the Company, except as indicated on the signature page hereto.
ARTICLE IV
M ISCELLANEOUS
4.1 Entire Agreement; Modifications . Except as otherwise provided herein, this Agreement constitutes the entire understanding and agreement between the parties with respect
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to its subject matter and there are no agreements or understandings with respect to the subject matter hereof which are not contained in this Agreement. This Agreement may be modified only in writing signed by the Company and the Purchaser.
4.2 Survival . All representations, warranties, and agreements of the Company and the Purchaser herein shall survive delivery of, and payment for, the Shares purchased hereunder.
4.3 Counterparts . This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other party hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by delivery of a facsimile or PDF.
4.4 Severability . The provisions of this Agreement are severable and, in the event that any court or officials of any regulatory agency of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible, so long as such construction does not materially adversely affect the economic rights of either party hereto.
4.5 Notices . All notices or other communications required or permitted to be provided hereunder shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed e-mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company or the Purchaser, as applicable, at the address for such recipient listed on the signature pages hereto or at such other address as such recipient has designated by two days advance written notice to the other parties hereto.
4.6 Governing Law . This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware without regard to the choice of law principles thereof.
4.7 WAIVER OF JURY TRIAL . IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
4.8 Headings . The headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement.
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4.9 Fees and Expenses . Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all transfer agent fees incurred in connection with the delivery of any Shares to Purchaser.
4.10 Termination . This Agreement may be terminated by Company or Purchaser, by written notice to the other party, if the Closing has not been consummated on or before the Closing Date; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party.
4.11 Massachusetts Business Trust . A copy of this Agreement and Declaration of Trust of (the Trust ) is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this Agreement is executed by Purchaser on behalf of the trustees of the Trust or any affiliate thereof as trustees and not individually, and that the obligations of this Agreement are not binding on any of the trustees, officers or stockholders of the Trust or any affiliate thereof individually but are binding only upon the Purchaser or any affiliate thereof and its assets and property.
4.12 Limitation of Liability . Notwithstanding anything herein to the contrary, the Company acknowledges and agrees that the liability of the Purchaser arising directly or indirectly under any agreements between Company and Purchaser of any and every nature whatsoever shall be satisfied solely out of the assets of the Purchaser and that no trustee, officer, other investment vehicle or any other affiliate of the Purchaser or any investor, shareholder or holder of shares of beneficial interest of the Purchaser shall be personally liable for any liabilities of the Purchaser.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first written above.
[ Signature Page to Common Stock Purchase Agreement ]
By: |
Company Shares currently held by Purchaser:
DWAC Delivery instructions for the Shares:
Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained):
DTC Participant Number:
Name of Account at DTC Participant being credited with the Shares:
Account Number at DTC Participant being credited with the Shares:
[ Signature Page to Common Stock Purchase Agreement ]
Exhibit 99.1
Digimarc Announces Registered Direct Offering of Common Stock
BEAVERTON, Ore. November 13, 2017 Digimarc Corporation (NASDAQ: DMRC), the inventor of the Digimarc Discover ® platform featuring the Digimarc Barcode for automatically identifying and interacting with virtually any media, today announced that it has entered into a purchase agreement to sell 331,034 common shares in a registered direct offering to a certain investor at a price of $36.25 per share. The offering was made without an underwriter or placement agent.
The gross proceeds to Digimarc from the offering are expected to be approximately $12 million. The offering is expected to close on or about November 13, 2017. Digimarc Corporation intends to use the net proceeds from the offering for working capital and other general corporate purposes.
The shares described above are being offered by Digimarc Corporation pursuant to a registration statement on Form S-3 previously filed with and subsequently declared effective by the Securities and Exchange Commission (SEC) on June 9, 2017. The prospectus supplement and accompanying base prospectus relating to the offering will be filed with the SEC and will be available on the SECs website at http://www.sec.gov .
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 Corporation (NASDAQ: DMRC) is a pioneer in the automatic identification of everyday objects such as product packaging and virtually any media, including print, images and audio. Based on the patented Intuitive Computing Platform (ICP), Digimarc provides innovative and comprehensive automatic recognition technologies to simplify search, and transform information discovery through unparalleled reliability, efficiency and security. Digimarc has a global patent portfolio, which includes approximately 1,100 U.S. and foreign patents and pending patent applications. These innovations include state-of-the-art identification technology, Digimarc Barcode, as well as Digimarc Discover ® software for barcode scanning, image recognition, and more. Digimarc is based in Beaverton, Oregon, with technologies deployed by major retailers and consumer brands, global banks, U.S. states, film companies and professional sports franchises, among others. Visit digimarc.com and follow us @digimarc to learn more about The Barcode of Everything.
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 expected use of any proceeds therefrom, and other statements identified by terminology such as will, should, expects, estimates, predicts and continue or other derivations of these or other comparable terms. These forward-looking statements are statements of managements 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 are set forth in the companys Form 10-K for the year ended December 31, 2016 and in subsequent periodic reports filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect managements 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.
Company Contacts:
Charles Beck
Chief Financial Officer
503-469-4721
Charles.Beck@digimarc.com
Matt Glover
Liolios Group, Inc.
Investor Relations for Digimarc
949-574-3860
DMRC@liolios.com
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