Bankruptcy: MARIN SOFTWARE INC

Form Type: 8-K

Filing Date: 2025-07-03

Corporate Action: Bankruptcy

Type: New

Accession Number: 000095017025093994

Filing Summary: On July 1, 2025, Marin Software Incorporated filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware, commencing a chapter 11 case with case number 25-11263. The company will operate as a 'debtor in possession' under the Bankruptcy Court's jurisdiction. A DIP Note was entered into, allowing the company to secure postpetition financing of up to $1,200,000. Additionally, on the same day, a Restructuring Support Agreement was signed with Kaxxa Holdings, Inc. and 5Y for a proposed restructuring transaction in which the Plan Sponsor would acquire 100% of the equity interests of the reorganized company and much of its assets as part of a plan of reorganization. The company anticipates that the cash provided by the Plan Sponsor will sufficiently cover the payment to unsecured creditors and provide a distribution to stockholders. There's also mention of a break-up fee to the Plan Sponsor and the implications of the entry into such agreements on existing equity interests. Furthermore, the company abandoned its previously approved Plan of Dissolution due to the bankruptcy filing.

Form Type: 8-K

Filing Date: 2025-06-20

Corporate Action: Liquidation

Type: Update

Accession Number: 000095017025088539

Filing Summary: On June 17, 2025, Marin Software Incorporated received a Denial Letter from Nasdaq, indicating that its request for continued listing was denied due to failure to comply with Nasdaq’s continued listing requirements. Consequently, the Company’s common stock will be delisted with trading suspended on June 26, 2025. Marin Software does not plan to appeal this decision and expects Nasdaq to file a Form 25-NSE for removal from listing. The Company is currently considering a potential transaction for a private equity firm to acquire its assets or pursue voluntary dissolution and liquidation, which had previously been approved by the stockholders. This uncertainty regarding the future course of action leads to expectations of liquidity issues for stockholders. A press release concerning the Denial Letter was issued on June 20, 2025.

Form Type: 8-K

Filing Date: 2025-06-12

Corporate Action: Liquidation

Type: New

Accession Number: 000095017025085390

Filing Summary: On June 11, 2025, Marin Software Incorporated held a Special Meeting of Stockholders where stockholders voted on a proposal for the voluntary dissolution and liquidation of the company, which was approved. A total of 3,775,059 votes were cast, representing 59.20% of the eligible votes, with 488,916 shares voting in favor of the dissolution and 95,137 against it. The proposal grants the board discretion to adjourn the meeting to gather additional proxies if necessary, which was also approved. Additionally, the company is in discussions with a private equity firm regarding a potential acquisition of its assets, which may delay the filing of the Certificate of Dissolution. The intention is to negotiate this Potential Transaction before proceeding with the planned dissolution, although there is no guarantee that the negotiations will be successful.

Form Type: DEFA14A

Filing Date: 2025-06-09

Corporate Action: Liquidation

Type: New

Accession Number: 000095017025083764

Filing Summary: On June 9, 2025, Marin Software Incorporated filed a Current Report on Form 8-K detailing its entry into a non-binding letter of intent for a potential transaction involving the sale of substantially all of its assets. Despite this potential transaction, the Company's Board continues to recommend that stockholders vote in favor of the proposed voluntary dissolution and liquidation of the Company at the Special Meeting scheduled for June 11, 2025. The rationale behind pursuing the dissolution is to facilitate a prompt move towards liquidation if the transaction does not materialize. The Company anticipates that obtaining stockholder approval for the Dissolution will help avoid costs and logistical issues associated with having to obtain a new vote if the transaction cannot be completed. Furthermore, the Board emphasizes the inherent uncertainties in the potential transaction which supports the need to proceed with the Dissolution approval. A Definitive Proxy Statement was filed on May 7, 2025, to inform stockholders about these proposals and encourage participation in the vote at the Special Meeting.

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.