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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Digimarc Corporation (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
25381B101 (CUSIP Number) |
Andris Upitis, Manager - Ocho 1401 Lavaca St, PMB 40912 Austin, TX, 78701 (801) 924-4131 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 25381B101 |
| 1 |
Name of reporting person
Ocho Investments LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,100,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 25381B101 |
| 1 |
Name of reporting person
Andris Upitis | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,100,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value |
| (b) | Name of Issuer:
Digimarc Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
8500 SW Creekside Place, Beaverton,
OREGON
, 97008. |
| Item 2. | Identity and Background |
| (a) | Ocho Investments LLC, with respect to the shares of Common Stock directly held by it; and Andris Upitis, as the sole manager and member of Ocho Investments LLC, with respect to the shares of Common Stock held by Ocho Investments LLC. |
| (b) | The principal business address of the Reporting Persons is 1401 Lavaca St, PMB 40912 Austin, TX 78701. |
| (c) | The principal business of the Reporting Persons is investing in public and private companies. 1401 Lavaca St, PMB 40912 Austin, TX |
| (d) | The Reporting Persons have, during the last five years, not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Persons have, during the last five years, not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. |
| (f) | The reporting persons are a limited liability company in Delaware, and an individual that is a US Citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Ocho Investments acquired 1,100,000 shares of common stock for an aggregate price of $25,994,348 using working capital. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons purchased the Shares based on their belief that the Shares, when purchased, were undervalued. Depending upon overall market conditions, developments at the Issuer, other investment opportunities available to the Reporting Persons, and the availability of the Common Stock at prices that would make the purchase of additional shares of Common Stock desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. The Reporting Persons may, in their sole discretion, depending on market conditions, and upon evaluation of the business and the prospects of the Issuer and other factors, purchase additional shares of Common Stock, or other securities convertible into or exchangeable for Common Stock, or dispose of shares of Common Stock or other securities convertible into or exchangeable for Common Stock, from time to time in the open market, in privately negotiated transactions or otherwise, subject to market conditions and other factors. The Reporting Persons also may engage in conversations with management and/or the board of directors of the Issuer (the "Board") regarding a range of issues, including those relating to the appointment of a director designated by one or more company stockholders to the Board, a change in the Issuer's chief executive officer, the business and strategy of the Issuer, board composition, corporate governance, management, operations, capital structure and allocation, financial and operational performance, business strategy mergers and acquisitions strategy, and executive compensation. The Reporting Persons also may have conversations with other interested parties, including industry analysts, other shareholders, existing or potential strategic partners or competitors, and other professionals.
On March 20, 2025, Ocho Investments LLC ("Ocho") sent a letter (the "Letter to Independent Directors") to the independent directors of the Board of Directors of the Issuer (the "Board"). In the Letter to Independent Directors, the Reporting Persons called for the Board to conduct a search for an experienced CEO who can achieve the Issuer's potential and create significant shareholder value and appoint an additional director to represent the independent shareholders.
The full text of the Letter to Independent Directors is filed as Exhibit 99.2 hereto. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See responses to Items 7, 8, 9 and 10 on the cover pages of this filing, which are incorporated herein by reference. The percentage ownership is based on 21,548,579 shares outstanding, as reported in the Issuer's Annual Report on Form 10-K filed on February 27, 2025. |
| (b) | See responses to Items 7, 8, 9 and 10 on the cover pages of this filing, which are incorporated herein by reference. |
| (c) | The transactions in the Common Stock by the Reporting Persons during the past sixty days are set forth on Schedule A which is filed as Exhibit 99.1 and is incorporated herein by reference. |
| (d) | No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1: Schedule A
99.2: Letter to the Independent Directors of the Issuer, dated March 20, 2025 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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