Liquidation: MARIN SOFTWARE INC

Form Type: 8-K

Filing Date: 2025-05-23

Corporate Action: Liquidation

Type: Update

Accession Number: 000095017025076943

Filing Summary: On May 21, 2025, Marin Software Incorporated received a notification from Nasdaq for failing to comply with the continued listing requirements, specifically due to not timely filing essential reports. The company has until June 16, 2025, to submit a plan for regaining compliance. Meanwhile, the board has approved a voluntary liquidation and dissolution of the company, pending stockholder approval at a special meeting scheduled for June 11, 2025. If approved, the company plans to file a Certificate of Dissolution with the Delaware Secretary of State, which may lead to the delisting of its common stock. The latest press release issued on May 23, 2025, informs stakeholders about this notice and the liquidation process, emphasizing the need for stockholders to review relevant materials for the upcoming vote.

Form Type: DEFA14A

Filing Date: 2025-05-15

Corporate Action: Liquidation

Type: New

Accession Number: 000095017025072684

Filing Summary: On May 15, 2025, Marin Software Incorporated filed a Notification of Late Filing regarding its Quarterly Report for the quarter ended March 31, 2025, due to its inability to file on time without unreasonable effort or expense. This is tied to the recent approval by the Board of Directors on April 9, 2025, of a Plan of Liquidation and Dissolution, requiring stockholder approval. The company will proceed with steps towards dissolution if approved in a special meeting scheduled for June 11, 2025. The company's preliminary results for the quarter show a net loss of $0.9 million on revenues of $3.7 million, raising concerns about its ability to continue as a going concern. The liquidation plan will involve winding up operations, satisfying obligations, and distributing any remaining assets. The full details regarding the dissolution are elaborated in a Definitive Proxy Statement filed on May 7, 2025, urging stockholders to review these important documents closely.

Form Type: NT 10-Q

Filing Date: 2025-05-15

Corporate Action: Liquidation

Type: New

Accession Number: 000095017025072621

Filing Summary: Marin Software Incorporated is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, by the prescribed filing date due to its approval of a Plan of Liquidation and Dissolution by the Board on April 9, 2025. The company seeks stockholder approval for this Plan at a special meeting scheduled for June 11, 2025. If approved, the company will file a Certificate of Dissolution and commence winding up its affairs, which includes settling obligations and distributing remaining assets. As of March 31, 2025, the company reported a net loss of $0.9 million and raised substantial doubt regarding its ability to continue as a going concern. The financial results for the quarter are preliminary and not yet audited, with total revenue reported at $3.7 million against costs and operating expenses. The company has initiated cost-saving measures and is pursuing dissolution to safeguard stakeholders' interests. Further details about the dissolution are included in a Definitive Proxy Statement filed with the SEC on May 7, 2025, urging stockholders to review it carefully due to its importance. Participants in the solicitation of proxies include the company's directors and executives, whose interests are disclosed in the proxy statement.

Form Type: DEF 14A

Filing Date: 2025-05-07

Corporate Action: Liquidation

Type: New

Accession Number: 000114036125017701

Filing Summary: Marin Software Incorporated is convening a special meeting for stockholders on June 11, 2025, to discuss the voluntary dissolution and liquidation of the company as per the outlined Plan of Dissolution. The Board of Directors has deemed this course of action, which includes settling liabilities and deregistering common stock with the SEC, necessary due to ongoing financial struggles, such as declining revenues, operating losses, and an inability to acquire further capital. The dissolution process, if approved, will allow the company to wind down operations in an orderly manner, addressing claims and distributing remaining assets to stockholders based on their ownership on the record date of the final dissolution filing. The Board encourages stockholders to vote on this proposal and anticipates liquidating distributions, ranging from $0.00 to $0.10 per share, contingent upon various factors affecting the company's financial situation.

Form Type: PRE 14A

Filing Date: 2025-04-25

Corporate Action: Liquidation

Type: New

Accession Number: 000114036125015814

Filing Summary: Marin Software Incorporated is seeking stockholder approval for a voluntary dissolution and liquidation process. The Board of Directors believes this action is in the best interests of the shareholders given the company's declining revenues and inability to sustain operations. The Special Meeting will address two primary proposals: the approval of the Plan of Dissolution, which entails liquidating Marin's assets and settling its liabilities, and granting the Board discretionary authority to adjourn the meeting to solicit additional proxies if necessary. Approval requires a majority vote from shareholders. The document indicates that following dissolution, Marin will not engage in business activities outside of winding down operations and that there will be no dividends issued on preferred shares. The range of estimated distributions to common shareholders upon liquidation is projected to be between $0.00 and $0.10 per share, dependent on various factors including unexpected liabilities and liquidation costs, with the final amounts to be determined post-dissolution.

Form Type: 8-K

Filing Date: 2025-04-22

Corporate Action: Liquidation

Type: Update

Accession Number: 000095017025056749

Filing Summary: On April 16, 2025, Marin Software Incorporated received a notification from Nasdaq indicating non-compliance with continued listing requirements due to failure to file its Annual Report on Form 10-K for the fiscal year ending December 31, 2024. Despite this notification having no immediate effect on their listing, the Company has until June 16, 2025, to regain compliance. Notably, on April 9, 2025, the Company’s board approved a voluntary liquidation and dissolution, pending stockholder approval. If approved, this will lead to a Certificate of Dissolution being filed, resulting in the delisting of the Company's common stock. The Company plans to submit a compliance plan to Nasdaq by June 16, 2025, to retain its listing if necessary. On April 22, 2025, a press release was issued regarding the receipt of this notification, as detailed in Exhibit 99.1 of the report.

Form Type: 8-K

Filing Date: 2025-04-10

Corporate Action: Liquidation

Type: New

Accession Number: 000095017025052859

Filing Summary: On April 9, 2025, Marin Software Incorporated's Board of Directors approved a voluntary liquidation and dissolution of the Company, subject to stockholder approval. The plan includes a restructuring to reduce operating costs by laying off approximately 30% of the workforce, totaling 20 employees and 9 independent contractors, with an estimated cost of $0.4 million primarily for severance. The dissolution will cease business operations, settle obligations, and distribute remaining assets, following Delaware law and the approved Plan of Dissolution. Stockholders will receive information regarding the dissolution during a special meeting where their approval is required. The Company is also filing a preliminary proxy statement with the SEC regarding this meeting. Although initially exploring a sale of assets, they are no longer pursuing this option, focusing instead on the dissolution process.

Form Type: NT 10-K

Filing Date: 2025-03-31

Corporate Action: Liquidation

Type: Update

Accession Number: 000095017025047764

Filing Summary: Marin Software Incorporated notified that it is unable to file its Annual Report on Form 10-K for the year ended December 31, 2024, due to ongoing negotiations concerning a potential sale of its assets, which is to be followed by a statutory dissolution and liquidation under Delaware law. The company has engaged advisors to prepare for this potential statutory dissolution and advised that stockholders may receive little to no recovery for their shares. The company also reported a net loss of $8.6 million for the year 2024 and raised doubts about its ability to continue as a going concern, dependent on achieving future business objectives.