Marin Software Incorporated Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-09-05: Form 8-K; Period of report 2025-08-29; Description 1.02 Termination of a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 1.02.
- 2025-08-22: Form 8-K; Period of report 2025-08-20; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2025-08-04: Form 8-K; Period of report 2025-07-29; Description 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
- 2025-07-24: Form 8-K; Period of report 2025-07-24; Description 4.01 Changes in Registrant's Certifying Accountant; 7.01 Regulation FD Disclosure; Details 4.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-09-05 | 8-K | 2025-08-29 | 1.02 Termination of a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.02 The disclosure under the heading “Cancellation of Existing Securities; Securities to be Issued Under the Plan” contained in Item 1.03 of this Current Report on Form 8-K is incorporated herein by reference. 1.03 On August 29, 2025, the Bankruptcy Court entered an order, Docket No. 121 (the “Confirmation Order”), confirming the Plan. 3.02 On the Effective Date, the Company issued the Reorganized Debtor New Equity to 5Y and Kaxxa pursuant to the terms and conditions set forth in the Plan, and in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended, and/or as provided by Section 1145 of the Bankruptcy Code, as applicable. 3.03 The disclosure under Item 1.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The disclosure under Item 1.03, 3.02 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 Pursuant to the Plan and effective as of the Effective Date, the existing directors and officers of the Company are deemed to have resigned from their positions as directors and officers of the Company. 8.01 On August 29, 2025, in conjunction with the proposed cancellation of all of its outstanding shares of common stock, the Company filed post-effective amendments to each of its Registration Statements on Form S-3 and Form S-8 and intends to promptly file a Form 15 with the SEC to deregister its securities under Section 12(g) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and suspend its reporting obligations under the Exchange Act. | mrin-20250829.htm |
| 2025-08-22 | 8-K | 2025-08-20 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, on July 1, 2025, Marin Software Incorporated (the “Company”) filed a voluntary petition for relief under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), and commenced a chapter 11 case for the Company (the “Chapter 11 Case”). | mrin-20250820.htm |
| 2025-08-04 | 8-K | 2025-07-29 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On July 29, 2025, the Bankruptcy Court entered the Final Order Pursuant To 11 U.S.C. §§ 105, 361, 362, 363(c), 364(c)(1), 364(c)(2), 364(d)(1), 364(e) And 507 (I) Authorizing Debtor To (A) Obtain Postpetition Secured Financing From YYYYY, LLC; (B) Utilize Cash Collateral; And (C) Pay Certain Related Fees And Charges; (II) Granting Adequate Protection To The Prepetition Lender; (III) Modifying The Automatic Stay; And (IV) Granting Certain Related Relief [Docket No. 79] (“Final DIP Order”). 1.03 On July 30, 2025, the Bankruptcy Court entered orders granting relief on several motions filed by the Company. 2.03 The information set forth under Item 1.03 of this Current Report on Form 8-K regarding the DIP Note is incorporated herein by reference. | mrin-20250729.htm |
| 2025-07-24 | 8-K | 2025-07-24 | 4.01 Changes in Registrant's Certifying Accountant; 7.01 Regulation FD Disclosure | 4.01 On July 1, 2025 (the “Petition Date”), Marin Software Incorporated, a Delaware corporation (the “Company”), filed a voluntary petition for relief under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), thereby commencing a chapter 11 case for the Company (the “Chapter 11 Case”). 7.01 The Company’s stockholders are cautioned that trading in the Company’s common stock during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. | mrin-20250723.htm |
| 2025-07-10 | 8-K | 2025-07-10 | 7.01 Regulation FD Disclosure | 7.01 On July 10, 2025, Marin Software Incorporated issued a press release announcing, among other things, a proposed financial reorganization transaction. | mrin-20250710.htm |
| 2025-07-03 | 8-K | 2025-06-30 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 The information set forth under “DIP Note” and “Restructuring Support Agreement” in Item 1.03 of this Current Report on Form 8-K is incorporated herein by reference. 1.03 On July 1, 2025 (the “Petition Date”), Marin Software Incorporated, a Delaware corporation (the “Company”), filed a voluntary petition for relief under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), thereby commencing a chapter 11 case for the Company (the “Chapter 11 Case”). 2.03 The information set forth under Item 1.03 of this Current Report on Form 8-K regarding the DIP Note is incorporated herein by reference. 5.02 On June 30, 2025, the Company’s Board of Directors (the “Board”) approved an amendment to each of the Amended and Restated Severance Agreements (the “Amendments to the Amended and Restated Severance Agreements”) to make additional severance payments to the NEOs in connection with a change of control of the Company, as further incentive to the Company’s NEOs to remain with the Company to assist the Company’s execution of the Plan and Proposed Transaction. 8.01 As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2025, the Company’s stockholders approved a Plan of Dissolution subject to the Company’s ability to abandon or delay the Plan of Dissolution. | mrin-20250630.htm |
| 2025-06-20 | 8-K | 2025-06-17 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 As previously reported, on April 16, 2025, Marin Software Incorporated, a Delaware corporation (the “Company”), received a notification letter (the “Initial Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it was not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”). 8.01 On June 20, 2025, the Company issued a press release regarding its receipt of the Denial Letter. | mrin-20250617.htm |
| 2025-06-12 | 8-K | 2025-06-11 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 A Special Meeting of Stockholders (the “Special Meeting”) of Marin Software Incorporated (the “Company”) was held on June 11, 2025. 8.01 As described in Item 8.01 of that certain Current Report on Form 8-K filed by the Company with the SEC on June 9, 2025, the Company is currently exploring a transaction with a private equity firm (the “Counterparty”) whereby the Counterparty would acquire substantially all of the assets of the Company, which may be through a voluntary reorganization transaction (the “Potential Transaction”). | mrin-20250611.htm |
| 2025-06-09 | 8-K | 2025-06-06 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information reported in Item 8.01 related to the Promissory Note is incorporated by reference herein. 8.01 Marin Software Incorporated (the “Company”) has entered into a non-binding letter of intent (the “LOI”) with a private equity firm (the “Counterparty”) to explore a potential transaction whereby the Counterparty would acquire substantially all of the assets of the Company, which may be through a voluntary reorganization transaction (the “Potential Transaction”). | mrin-20250606.htm |
| 2025-05-23 | 8-K | 2025-05-21 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On May 21, 2025, Marin Software Incorporated, a Delaware corporation (the “Company”), received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it was not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 and its continued failure to file the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”), as previously communicated by Nasdaq on April 16, 2025 (the “Initial Notice”). 7.01 On May 23, 2025, the Company issued a press release regarding its receipt of the Notice. | mrin-20250521.htm |
| 2025-05-15 | 8-K | 2025-05-15 | 2.02 Results of Operations and Financial Condition | 2.02 On May 15, 2025, Marin Software Incorporated, a Delawarecorporation (the “Company” or “we,” “us” and “our”) filed a Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Form 12b-25”) with the Securities and Exchange Commission (the “SEC”). | mrin-20250515.htm |
| 2025-05-06 | 8-K | 2025-05-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 1, 2025, the Board of Directors (the “Board”) of Marin Software Incorporated (the “Company”) approved, effective as of May 1, 2025, 25% reductions to the annual base salaries of each of Christopher Lien, the Company’s Chief Executive Officer (“CEO”) and principal executive officer; Robert Bertz, the Company’s Chief Financial Officer (“CFO”) and principal financial officer; and Wister Walcott, the Company’s Executive Vice President, Product and Technology (“EVP” and together with the CEO and CFO, the “NEOs”). | mrin-20250501.htm |
| 2025-04-25 | 8-K | 2025-04-22 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 On April 25, 2025, Marin Software Incorporated, a Delaware corporation (the “Company” or “we,” “us” and “our”) entered into a Series A Preferred Stock Purchase Agreement (the “Subscription Agreement”) with Christopher Lien, a current director and the Chief Executive Officer of the Company, pursuant to which the Company agreed to issue and sell one share of the Company’s Series A Preferred Stock, par value $0.001 per share (the “Preferred Share”), to Mr. Lien for $1.00 in cash. 3.02 On April 23, 2025, the Board of Directors (the “Board”) of the Company authorized the issuance of one (1) share of Series A Preferred Stock, par value $0.001 per share to Mr. Lien, for the purchase price of $1.00. 5.03 The description of the Certificate of Designation set forth under Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference. 8.01 On April 22, 2025, Marin Software Incorporated, a Delaware corporation (the “Company”), was notified that the State of Delaware Division of Corporations administratively voided the Company’s restated certificate of incorporation, as amended (the “Certificate”) due to failure to file prior annual reports with Delaware. | mrin-20250422.htm |
| 2025-04-22 | 8-K | 2025-04-16 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On April 16, 2025, Marin Software Incorporated, a Delaware corporation (the “Company”), received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it was not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”). 7.01 On April 22, 2025, the Company issued a press release regarding its receipt of the Notice. | mrin-20250416.htm |
| 2025-04-10 | 8-K | 2025-04-09 | 2.05 Costs Associated with Exit or Disposal Activities; 8.01 Other Events | 2.05 On April 9, 2025, Marin Software Incorporated, a Delaware corporation (the “Company” or “we,” “us” and “our”), commenced implementing an organizational restructuring and reduction-in-force plan to further reduce the Company’s operating costs (the “April 2025 Restructuring Plan”), which is expected to result in the reduction of the Company’s global employees by 20 employees, representing approximately 30% of the Company’s global employees as of March 31, 2025. 8.01 The Board of Directors (the “Board”) of the Company, upon analysis of the best way to provide a return of value to the Company’s stockholders and after considering other factors, including the remaining assets of the Company, approved the voluntary liquidation and dissolution of the Company (the “Dissolution”) and adopted a Plan of Liquidation and Dissolution of the Company (the “Plan of Dissolution”) on April 9, 2025, subject to stockholder approval being received at a special meeting of stockholders (the “Special Meeting”). | mrin-20250409.htm |
| 2025-03-27 | 8-K | 2025-03-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | mrin-20250322.htm | |
| 2025-03-06 | 8-K | 2025-03-04 | 2.05 Costs Associated with Exit or Disposal Activities | 2.05 On March 4, 2025, Marin Software Incorporated (the “Company”) commenced implementing an organizational restructuring and reduction in force plan to reduce the Company’s operating costs (the “2025 Restructuring Plan”), which is expected to result in the reduction of the Company’s global employees by approximately 22 employees, representing approximately 28% of the Company’s global employees as of December 31, 2024. | mrin-20250304.htm |