Digimarc Corporation (DMRC) discloses 5.9% holder talks financing

Rhea-AI Filing Summary

Ocho Investments LLC and Andris Upitis report beneficial ownership of 1,325,000 Digimarc Corporation common shares, representing 5.9% of the outstanding 22,406,927 shares. They hold only shared voting and dispositive power over these shares and have made no transactions in the past sixty days.

The investors are engaging with Digimarc’s board and management about board composition, capital structure and potential financing alternatives in response to the issuer’s recent going concern disclosure, along with broader matters including business strategy, operations, mergers and acquisitions, corporate governance and executive compensation.

Positive

• None.

Negative

• Digimarc has a recent going concern disclosure, and a 5.9% shareholder is actively discussing capital structure and financing alternatives with the board, underscoring liquidity and funding risk.

Filing Explained

The amendment expands a shareholder campaign's stated options, but records discussions—not a completed board change or financing—so issuer effects remain conditional.

The July 16 Schedule 13D/A expands the shareholders' stated plans to include possible board designees, resignation of certain legacy directors, and proposing or participating in financing for Digimarc.

Those disclosures describe an influence campaign and possible issuer actions, not a completed board change, financing, issuance, or change in the holders' reported stake.

Schedule 13D amendments track a holder's reported ownership and stated control-related objectives; this amendment continues to report shared voting and dispositive power over the same shares.

The filing leaves the financing's consideration, dilution, conversion mechanics, and timing unresolved, so a later filing or board action would be needed to establish the issuer-level effect.

Key Figures

Shares beneficially owned: 1,325,000.00 shares Ownership percentage: 5.9 % Shares outstanding: 22,406,927 shares +3 more

6 metrics

Shares beneficially owned 1,325,000.00 shares Common stock beneficially owned by Ocho Investments LLC and Andris Upitis

Ownership percentage 5.9 % Percentage of Digimarc common stock represented by the reported holdings

Shares outstanding 22,406,927 shares Shares of Digimarc common stock outstanding as reported in Form S-3 filed July 7, 2026

Shared voting power 1,325,000.00 shares Shares over which the reporting persons have shared voting power

Sole voting power 0.00 shares Shares over which the reporting persons have sole voting power

Shared dispositive power 1,325,000.00 shares Shares over which the reporting persons have shared dispositive power

Key Terms

Schedule 13D, beneficially owned, dispositive power, going concern disclosure

4 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 1,325,000.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

dispositive power financial

"Shared Dispositive Power 1,325,000.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

going concern disclosure financial

"in an effort to address the Issuer's recent going concern disclosure"

A going concern disclosure is a note in a company’s financial statements indicating that auditors or management have substantial doubt about the firm’s ability to continue operating for the next 12 months. For investors, it’s like a red flag on a car inspection—signaling elevated risk that the business may need emergency financing, asset sales, or face insolvency, which can affect stock value and lending terms.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/16/2026 - 03:59 PM Accepted by SEC EDGAR 07/16/2026 - 03:58 PM Learn about SEC filing dates

FAQ

How many Digimarc (DMRC) shares do Ocho Investments LLC and Andris Upitis beneficially own?

They beneficially own 1,325,000 shares of Digimarc common stock. This position is held with shared voting and dispositive power and represents a significant minority stake in the company’s outstanding equity.

What percentage of Digimarc (DMRC) is owned by Ocho Investments and Andris Upitis?

Their reported holdings represent 5.9% of Digimarc’s common stock. This percentage is calculated using 22,406,927 shares outstanding, as reported in Digimarc’s Form S-3 registration statement dated July 7, 2026.

What is the purpose of Ocho Investments’ and Andris Upitis’ involvement with Digimarc (DMRC)?

They are engaging with Digimarc’s board and management on board composition, capital structure and potential financing alternatives, as well as broader issues such as strategy, operations, corporate governance, mergers and acquisitions, capital allocation and executive compensation.

How does Digimarc’s recent going concern disclosure relate to this 5.9% stake in DMRC?

The investors reference Digimarc’s recent going concern disclosure and are discussing potential financing alternatives and capital structure changes with the company, indicating a focus on addressing liquidity and funding challenges highlighted by that disclosure.

Have Ocho Investments or Andris Upitis recently traded Digimarc (DMRC) common stock?

According to their disclosures, the reporting persons have not effected any transactions in Digimarc common stock during the past sixty days, indicating the 1,325,000-share position has been stable over that period.

How many Digimarc (DMRC) shares are outstanding for calculating the 5.9% stake?

The reported ownership percentage is based on 22,406,927 Digimarc common shares outstanding. This share count comes from Digimarc’s registration statement on Form S-3 filed on July 7, 2026, and serves as the denominator for the 5.9% figure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Digimarc Corporation

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

25382K100

(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)

07/15/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 25382K100

1

Name of reporting person

Ocho Investments LLC

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,325,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,325,000.00

11

Aggregate amount beneficially owned by each reporting person

1,325,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 25382K100

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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,325,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,325,000.00

11

Aggregate amount beneficially owned by each reporting person

1,325,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

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 4.	Purpose of Transaction
	Item 4 is amended by deleting the last sentence of Item 4 from amendment number 1 to this Schedule 13D and adding the following: In light of public announcements and filings with the Securities and Exchange Commission by the Issuer and its affiliates, the Reporting Persons have engaged in, and may continue to engage in, communications with members of the Board of Directors (the "Board") and management of the Issuer regarding: (1) the composition of the Board, including the potential appointment of designees of the Reporting Persons to the Board and the resignation of certain legacy directors, (2) the Issuer's capital structure and potential financing alternatives in an effort to address the Issuer's recent going concern disclosure, including the Reporting Persons proposing or participating in a financing transaction involving the Issuer, and (3) a range of other issues, including those relating to the business and strategy of the Issuer, corporate governance, management, operations, capital structure and allocation, financial and operational performance, mergers and acquisitions strategy, and executive compensation. The Reporting Persons may take such other steps in furtherance of such objective as they may deem appropriate, including, engaging in discussions with other stockholders, Board members, management, or other persons regarding the foregoing.
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 22,406,927 shares outstanding, as reported in the Issuer's Registration Statement on Form S-3 filed on July 7, 2026.
(b)	See responses to Items 7, 8, 9 and 10 on the cover pages of this filing, which are hereby incorporated by reference.
(c)	The Reporting Persons have not effected any transactions in the Common Stock during the past sixty days.
(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.

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.

Ocho Investments LLC

Signature:	/s/ Andris Upitis
Name/Title:	Andris Upitis, Manager
Date:	07/16/2026

Andris Upitis

Signature:	/s/ Andris Upitis
Name/Title:	Andris Upitis
Date:	07/16/2026