Form SCHEDULE 13D/A Digimarc Corp Filed by: Ocho Investments LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Digimarc Corporation (Name of Issuer) |
Common Stock, $0.001 Par Value (Title of Class of Securities) |
(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).
SCHEDULE 13D
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| CUSIP No. |
| 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)
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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
1,325,000.00 | ||||||||
| 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)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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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
1,325,000.00 | ||||||||
| 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)
5.9 % | ||||||||
| 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 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.
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