MRIN Marin Software Incorporated

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 14, 2024

 

Marin Software Incorporated

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware	001-35838	20-4647180
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
149 New Montgomery Street, 4th Floor San Francisco, California		94105
(Address of Principal Executive Offices)		(Zip Code)

 

(415) 399-2580

Registrant’s Telephone Number, Including Area Code

845 Market Street, Suite 450, San Francisco, California, 94103

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	MRIN	The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 

 

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Item 2.05 Costs Associated with Exit or Disposal Activities.

On October 14, 2024, Marin Software Incorporated (the “Company”) commenced implementing an organizational restructuring and reduction in force plan to reduce the Company’s operating costs (the “2024 Restructuring Plan”), which is expected to result in the reduction of the Company’s global employees by approximately 27 employees, representing approximately 26% of the Company’s global employees as of September 30, 2024. In addition, the Company expects to release approximately seven independent contractors. The Company expects to substantially complete the 2024 Restructuring Plan by the end of the quarter ending December 31, 2024.

The Company estimates that it will incur between approximately $0.6 million and $0.8 million of cash expenditures in connection with the 2024 Restructuring Plan, substantially all of which relates to severance costs. The Company expects to recognize the majority of the pre-tax restructuring charges by the end of the quarter ending December 31, 2024.

Item 7.01 Regulation FD Disclosure.

The Company estimates that the 2024 Restructuring Plan will result in pre-tax annualized cost savings of approximately $3.5 million to $3.7 million, all of which is related to the reduction in force pursuant to the 2024 Restructuring Plan. The Company expects to begin realizing the savings from the 2024 Restructuring Plan in the quarter ending December 31, 2024.

The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 7.01 shall not be incorporated by reference into any registration statement or other document filed by the Company with the Securities and Exchange Commission, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern estimates of the magnitude of workforce reductions and other planned costs savings, cash expenditures that may be made by the Company in connection with the 2024 Restructuring Plan, and the estimated annualized cost savings from the 2024 Restructuring Plan and other planned cost savings. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could contribute to such differences include the Company’s ability to implement the 2024 Restructuring Plan in various jurisdictions; possible changes in the size, components and timing of the expected costs and charges associated with the 2024 Restructuring Plan and other planned costs savings; risks associated with the Company’s ability to achieve the benefits and expected cost savings of the 2024 Restructuring Plan; and the risks more fully described in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission and the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 to be filed with the Securities and Exchange Commission. The forward-looking statements in this Current Report on Form 8-K are based on information available to the Company as of the date hereof, and Company disclaims any obligation to update any forward-looking statements contained herein as a result of new information, future events or changes in its expectations, except as required by law.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

		Marin Software Incorporated
Date: October 16, 2024		By:	/s/ Robert Bertz
			Robert Bertz
			Chief Financial Officer

 

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v3.24.3

Document and Entity Information	Oct. 14, 2024
Entity Addresses [Line Items]
Entity Registrant Name	Marin Software Incorporated
Amendment Flag	false
Entity Central Index Key	0001389002
Document Type	8-K
Document Period End Date	Oct. 14, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-35838
Entity Tax Identification Number	20-4647180
Entity Address, Address Line One	149 New Montgomery Street
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
City Area Code	415
Local Phone Number	399-2580
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.001 per share
Trading Symbol	MRIN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	845 Market Street
Entity Address, Address Line Two	Suite 450
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94103

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