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): April 1, 2024

DIGIMARC CORPORATION

(Exact name of registrant as specified in its charter)

Oregon	001-34108	26-2828185
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File No.)	(IRS Employer<br> <br>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)
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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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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading<br> <br>Symbol	Name of Each Exchange<br> <br>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 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1, 2024, the Board of Directors (the “Board”) of Digimarc Corporation (the “Company”) approved the appointment of George Karamanos to succeed Joel Meyer as the Company’s Executive Vice-President, Chief Legal Officer and Secretary, effective April 8, 2024 (the “Effective Date”). On the Effective Date, Mr. Meyer will transition into a new role as the Company’s Vice President of Intellectual Property and Innovation Strategy.

Prior to his appointment, Mr. Karamanos served as Chief Legal Officer at ZipHQ where he optimized the legal team to accelerate transactions and go-to-market strategy. Prior to that, Mr. Karamanos served as Chief Legal Officer at DataRobot and as General Counsel at AppDynamics (acquired by Cisco in March 2017). He brings nearly two decades of legal leadership and experience advising leading technology companies including Google, X (formerly known as Twitter), and Spotify.

Item 7.01.	Regulation FD Disclosure.

On April 4, 2024, the Company issued a press release announcing the appointment of Mr. Karamanos as Executive Vice-President, Chief Legal Officer and Secretary, and Mr. Meyer’s new role as Vice President of Intellectual Property and Innovation Strategy. The press release is attached to this report as Exhibit 99.1.

Item 9.01.	Financial Statements and Exhibits

(d) Exhibits

Exhibit<br> <br>No.	Description
99.1	Press Release issued by the Company, dated April 4, 2024
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: April 4, 2024

By:	/s/ Joel Meyer
	Joel Meyer
	Executive Vice President, Chief Legal Officer and Secretary

EX-99.1

Exhibit 99.1

LOGO

Digimarc Appoints Accomplished B2B SaaS Legal Executive George Karamanos as Chief Legal Officer

Former AppDynamics and ZipHQ Go-To-Market Legal Leader Setto Drive Strategic Growth

Beaverton, Ore. – April 4, 2024 – Digimarc Corporation (NASDAQ: DMRC), the pioneer and global leader in digital watermarking technologies, today announced that former ZipHQ Chief Legal Officer and seasoned deal strategy and operations leader George Karamanos has joined the company as Chief Legal Officer (CLO). Karamanos brings proven expertise in supporting the hyper-scale growth of world-class enterprise software businesses.

“Over the past year, Digimarc’s technology has taken center stage. We excel in supporting companies progressing in their digital transformation journey, where the identification or the authentication of physical and digital items is critical. As such, fortifying our legal team for growth is a priority,” said Riley McCormack, President and CEO of Digimarc. “George’s experience in partnering with cross-company go-to-market teams is exactly what we need as we scale to keep pace with the global market opportunity.”

“It is truly an exceptional time to join the Digimarc team. The company is revolutionizing the digital transformation journey for companies across industries and sectors, worldwide,” said George Karamanos, Digimarc’s Chief Legal Officer. “Managing global risk and compliance is table stakes for a world-class legal team—acting as a strategic partner to help accelerate business outcomes, however, is what motivates me and can make the legal function a true competitive differentiator.”

Karamanos brings nearly two decades of legal leadership and experience advising leading technology companies including Google, X (formerly known as Twitter), and Spotify. Building on CLO and General Counsel roles at DataRobot, Inc. and AppDynamics, respectively, Karamanos most recently served as CLO at ZipHQ where he optimized the legal function for deal velocity and go-to-market acceleration. As General Counsel at AppDynamics (acquired by Cisco in March 2017), Karamanos helped grow the company from $40M in annual recurring revenue (ARR) to nearly $800M in ARR over five years. Karamanos brings his experience and maniacal focus on leading strategic growth for business to his new role as Digimarc’s CLO.

Digimarc also announced today that Joel Meyer has been named Digimarc’s Vice President of Intellectual Property (IP) and Innovation Strategy. Meyer served as Digimarc’s Chief Legal Officer through the company’s integration of EVRYTHNG, enabling the smooth consolidation of its operations and transformation of Digimarc to a software-as-a-service business. As Digimarc VP of IP and Innovation Strategy, Meyer returns to his roots fostering innovation and shaping Digimarc’s world-class IP portfolio.

“As Digimarc continues to lead the industry in unlocking the immense power of digital watermarking, it is imperative we have a dedicated expert in IP in place to drive strategic opportunities,” said McCormack. “Joel’s expertise and proven experience in developing and shaping our IP portfolio while fostering innovation positions us well to both continue to push the boundaries of what is possible and accelerate the adoption of our technology at massive scale.”

AboutDigimarc

Digimarc Corporation (NASDAQ: DMRC) is the pioneer and global leader in digital watermarking technologies. For nearly 30 years, Digimarc innovations and intellectual property in digital watermarking have been deployed at a massive scale for the identification and the authentication of physical and digital items. A notable example is our partnership with a consortium of the world’s central banks to deter counterfeiting of global currency. Digimarc is also instrumental in supporting global industry standards efforts spanning both the physical and digital worlds. In 2023, Digimarc was named to the Fortune 2023 Change the World list and honored as a 2023 Fast Company World Changing Ideas finalist. Learn more at Digimarc.com.

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Media Contacts:

Susan Baldwin

Digimarc Corporation

509-939-1137

PR@digimarc.com

Anneka Kumli

Grove Partners

720-422-5258

anneka@thegrovepartners.com