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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ( Mark One ) Annual Report Pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 For the fiscal year ended December 31 , 2020 OR Transition Report Pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 For the transition period from_ DIGIMARC CORPORATION ( Exact name of registrant as specified in its charter ) Oregon ( State or other jurisdiction of incorporation or organization ) to Commission File Number 001-34108 Title of Each Class Common Stock , $ 0.001 Par Value Per Share 9405 SW Gemini Drive , Beaverton , Oregon 97008 ( Address of principal executive offices ) ( Zip Code ) 26-2828185 ( I.R.S. Employer Identification No. ) ( 503 ) 469-4800 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol DMRC Securities registered pursuant to Section 12 ( g ) of the Act : NONE Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No No No Name of Each Exchange on Which Registered The NASDAQ Stock Market LLC Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S T during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer ☐ Accelerated filer Non - accelerated filer 冈 Smaller reporting company ■ 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No The aggregate market value of common stock , par value $ 0.001 per share , held by non - affiliates of the registrant , based on the closing price of our common stock on the Nasdaq Global Market on the last business day of the registrant's most recently completed fiscal second quarter ( June 30 , 2020 ) , was approximately $ 196 million . Shares of common stock beneficially held by each officer and director have been excluded from this computation because these persons may be deemed to be affiliates . This determination of affiliate status is not necessarily a conclusive determination for any other purposes . As of February 19 , 2021 , 16,846,589 shares of the registrant's common stock were outstanding . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's proxy statement pursuant to Regulation 14A ( the " Proxy Statement " ) for its 2021 annual meeting of shareholders are incorporated by reference into Items 10 , 11 , 12 , 13 and 14 of Part III of this Annual Report on Form 10 - K . The registrant intends to file the Proxy Statement not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10 - K .