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): June 1117, 2025

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

N/A

(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 Capital 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. ☐

Item 53.0701 ~~Submission~~Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

AAs ~~Special~~previously ~~Meeting of Stockholders (the “Special Meeting”) of Marin Software Incorporated (the “Company”) was held on June 11~~reported, ~~2025. As of the close of business~~ on ~~May~~April 216, 2025, ~~the~~Marin ~~record~~Software ~~date~~Incorporated, ~~for~~a ~~the~~Delaware ~~Special~~corporation ~~Meeting~~ (the “~~Record Date~~Company”), ~~3,188,518~~received ~~shares~~a ofnotification ~~common~~letter ~~stock of the Company~~ (the “~~Common~~Initial ~~Stock~~Notice”) ~~and~~from ~~one~~the ~~share~~Listing ofQualifications ~~Series~~Department Aof ~~Preferred~~The Nasdaq Stock ~~(the~~Market ~~“Preferred~~LLC ~~Share~~(“Nasdaq”) ~~were~~advising ~~outstanding~~the ~~and~~Company ~~entitled~~that toit ~~vote,~~was ~~with~~not ~~each~~in ~~share~~compliance ofwith ~~Common~~Nasdaq’s ~~Stock~~continued ~~being~~listing ~~entitled~~requirements tounder ~~cast~~Nasdaq ~~one~~Listing ~~vote~~Rule ~~for~~5250(c)(1) ~~each of~~ (the ~~matters~~“Rule”) ~~presented,~~as ~~and~~a ~~the~~result ~~Preferred~~of ~~Share~~its ~~entitled~~failure to ~~cast~~timely ~~3,188,518~~file ~~votes~~its ~~subject~~Annual toReport ~~the qualifications outlined in the Definitive Proxy Statement~~ on ~~Schedule~~Form ~~14A,~~10-K ~~filed~~for by the ~~Company~~fiscal ~~with~~year ~~the~~ended ~~Securities~~December ~~and Exchange Commission (the “SEC”) on May 7~~31, ~~2025~~2024 (the “~~Proxy~~Form ~~Statement~~10-K”).

~~The~~On ~~presence~~May 21, ~~in person or by proxy~~2025, of the ~~holders~~Company ofreceived ~~record~~an ofadditional ~~one-third~~notification ofletter (the ~~voting~~“Second ~~power~~Notice”) offrom ~~all~~Nasdaq ~~outstanding~~advising ~~shares of~~ the Company’s ~~stock~~that ~~entitled~~it towas ~~vote~~not atin ~~the~~compliance ~~Special~~with ~~Meeting~~Nasdaq’s ~~constituted~~continued alisting ~~quorum~~requirements ~~for~~under the ~~transaction~~Rule ofas ~~business~~a atresult ~~the Special Meeting. For purposes~~ of ~~determining~~its ~~the~~failure ~~existence~~to oftimely afile ~~quorum,~~its ~~the~~Quarterly ~~Preferred~~Report ~~Share~~on ~~was~~Form ~~deemed~~10-Q tofor ~~entitle~~ the ~~holder~~quarter ~~thereof~~ended toMarch ~~have~~31, ~~such~~2025 ~~voting~~(the ~~power~~“Form ~~that~~10-Q”) ~~was~~and ~~equal~~continued failure to ~~the~~file ~~number~~its ofForm ~~shares~~10-K, ofas ~~Common~~previously ~~Stock~~communicated ~~outstanding~~in ~~as of~~ the ~~Record~~Initial ~~Date~~Notice.

~~At the Special Meeting, 488,916 shares of Common Stock voted in favor of the Dissolution Proposal (as defined below).~~ In ~~addition,~~response ~~the~~to ~~number of shares that voted in favor of~~ the ~~Dissolution~~Initial ~~Proposal~~Notice ~~was~~and ~~greater than~~ the ~~number~~Second ofNotice, ~~shares that voted against or abstained~~ on ~~the~~June ~~Dissolution Proposal~~16, ~~and therefore~~2025, the ~~Preferred~~Company ~~Share~~submitted ~~was~~a ~~entitled~~letter to ~~vote~~Nasdaq ~~together~~requesting ~~with~~an ~~the~~exception ~~holders~~to ofextend the ~~Common~~Company’s ~~Stock,~~listing ~~as a single class,~~ on ~~the~~Nasdaq ~~matters~~for ~~presented..~~180 ~~As a result~~days, ~~the~~until ~~total~~October ~~voting power at the Special Meeting represented 6~~13,~~377,036~~ ~~votes~~2025. ~~A total of 3,775,059 votes were cast, in person or by proxy, representing 59.20% of the eligible votes, and a quorum was present.~~

AtOn ~~the~~June ~~Special~~17, ~~Meeting~~2025, ~~stockholders~~the ~~voted~~Company onreceived a letter (the ~~proposals~~“Denial ~~set~~Letter”) ~~forth~~from ~~below~~Nasdaq stating that Nasdaq had determined that the Company did not provide a definitive plan evidencing its ability to achieve compliance with the Rule, ~~each~~and ofas ~~which~~a isresult, ~~described~~(i) inthe ~~greater~~Company’s ~~detail~~request infor continued listing on Nasdaq was denied; (ii) the ~~Proxy~~Company’s ~~Statement.~~securities ~~The~~will ~~results~~be delisted from Nasdaq; (ii) trading of the ~~voting~~Company’s common stock will be suspended at the ~~Special~~opening ~~Meeting~~of ~~were~~business ason ~~follows:~~June 26, 2025; and (iii) a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on Nasdaq, unless the Company appeals these determinations.

~~(1)~~The ToCompany ~~approve~~does ~~the~~not ~~voluntary~~expect ~~dissolution~~to ~~and~~appeal ~~liquidation~~Nasdaq’s ~~(the~~determinations ~~“Dissolution”)~~and ofexpects ~~the~~Nasdaq ~~Company pursuant~~ to file a ~~Plan~~Form of25-NSE ~~Dissolution~~ (~~such~~Notification ~~plan, the “Plan~~ of ~~Dissolution”,~~Removal ~~and~~from ~~such~~Listing) ~~proposal,~~with the ~~“Dissolution~~SEC ~~Proposal”), but subject~~ to remove the Company’s ~~ability~~common tostock ~~abandon~~from orlisting ~~delay~~and ~~the~~registration ~~Plan~~on ~~of Dissolution in accordance with the terms thereof:~~Nasdaq.

Class of Security	For	Against	Abstain
Common Stock	488,916	95,137	2,488
Series A Preferred Stock	3,188,518	—	—
Total Votes	3,677,434	95,137	2,488

Further, the Company does not currently intend to apply for its common stock to be traded on any of the markets operated by the OTC Markets Group Inc. due to the associated costs and in light of both the previously announced potential transaction the Company is currently exploring whereby a private equity firm would acquire substantially all of the assets of the Company, which may be through a voluntary reorganization transaction (the “Potential Transaction”), as well as the voluntary dissolution and liquidation of the Company (the “Dissolution”) that was previously approved by the Company’s stockholders. There can be no assurance that the Potential Transaction will be entered into or ultimately be successful, and the Company may abandon pursuing the Potential Transaction and instead pursue the Dissolution as previously described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 7, 2025 (the “Proxy Statement”).

~~Pursuant~~Once the Company’s common stock is delisted, the Company’s stockholders may find it difficult to obtain accurate quotations of the ~~foregoing~~Company’s ~~votes~~common stock, experience a lack of liquidity with difficulty finding buyers to purchase the ~~Dissolution~~stock, ~~Proposal~~a ~~was~~lack ~~approved~~of market makers to support the stock price, and the Company’s common stock is classified as a “penny stock” which requires brokers trading in the Company’s common stock to adhere to more stringent rules, which may result in a reduced level of trading activity in the secondary trading market for the Company’s common stock.

(2) To grant discretionary authority to the Company’s board of directors to adjourn the Special Meeting, from time to time, to a later date or dates, even if a quorum is present, to solicit additional proxies in the event there are insufficient shares present in person (including virtually) or by proxy voting in favor of the Dissolution Proposal (such proposal, the “Adjournment Proposal”):

Class of Security	For	Against	Abstain
Common Stock	502,831	81,000	2,710
Series A Preferred Stock	3,188,518	—	—
Total Votes	3,691,349	81,000	2,710

Pursuant to the foregoing votes, the Adjournment Proposal was approved.

Item 8.01 Other Events

AsOn ~~described in Item 8.01 of that certain Current Report on Form 8-K filed by the Company with the SEC on~~ June 920, 2025, the Company isissued ~~currently exploring~~ a ~~transaction~~press ~~with~~release aregarding ~~private~~its ~~equity~~receipt ~~firm~~of (the ~~“Counterparty”)~~Denial ~~whereby~~Letter. ~~the~~A ~~Counterparty~~copy ~~would acquire substantially all~~ of the ~~assets~~foregoing ofpress ~~the~~release ~~Company,~~is ~~which~~attached ~~may~~as beExhibit ~~through a voluntary reorganization transaction (the “Potential Transaction”)~~99.1 ~~In accordance with the Plan of Dissolution, the Company currently plans~~ to ~~delay~~this ~~the~~Current ~~filing~~Report ~~the~~on ~~Certificate~~Form of8-K ~~Dissolution with the Secretary of State of the State of Delaware~~ (the “~~Delaware~~Current ~~SOS~~Report”) ~~to negotiate the Potential Transaction in the near term. There can be no assurance that the Potential Transaction will be entered into or ultimately be successful,~~ and ~~the~~is ~~Company~~incorporated ~~may~~by ~~abandon~~reference ~~pursuing the Potential Transaction and instead file the Certificate of Dissolution with the Delaware SOS and implement the Plan of Dissolution~~herein.

Cautionary Language Concerning Forward-Looking Statements.

This Current Report ~~on Form 8-K~~ contains “forward-looking statements” within the meaning of ~~the~~Section ~~“safe~~27A ~~harbor” provisions~~ of the ~~Private~~ Securities ~~Litigation Reform~~ Act of ~~1995~~1933, ~~with~~as ~~respect~~amended, toand ~~the~~Section ~~Potential~~21E ~~Transaction,~~of the ~~Dissolution~~Securities ~~and~~Exchange ~~other~~Act ~~related~~of ~~matters.~~1934, ~~Forward-looking~~as ~~statements~~amended ~~are~~(which ~~predictions,~~Sections ~~projections~~were ~~and~~adopted ~~other~~as ~~statements~~part ~~about~~of ~~future~~the ~~events~~Private ~~that~~Securities ~~are~~Litigation ~~based~~Reform onAct ~~current~~of ~~expectations~~1995). ~~and~~Statements ~~assumptions~~preceded ~~and~~by, asfollowed aby ~~result,~~or ~~are~~that ~~subject~~otherwise toinclude ~~risks and uncertainties. These forward-looking statements are based upon~~ the ~~Company’s~~words ~~and~~“believe,” ~~its~~“anticipate,” ~~management’s~~“estimate,” ~~current~~“expect,” ~~expectations~~“intend,” ~~assumptions~~“plan,” ~~estimates~~“project,” ~~projections~~“prospects,” “outlook,” and ~~beliefs.~~similar ~~Such~~words ~~statements~~or ~~include~~expressions, ~~but~~or ~~are~~future ~~not~~or ~~limited~~conditional ~~to,~~verbs ~~statements~~such ~~regarding~~as ~~the~~“will,” ~~Potential~~“should,” ~~Transaction~~“would,” ~~the Dissolution~~“may,” and ~~management’s~~“could” ~~beliefs~~are ~~regarding~~generally ~~the~~forward-looking ~~benefits of pursuing the Potential Transaction or,~~ in ~~lieu~~nature ~~thereof,~~and ~~the~~not ~~Dissolution~~historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors. ~~that~~Marin ~~may~~disclaims ~~cause~~any ~~actual~~intention ~~results or achievements~~ to, ~~be materially different~~ and ~~adverse~~undertakes ~~from~~no ~~those~~obligation ~~expressed in~~to, orrevise ~~implied~~any ~~by, these~~ forward-looking statements., ~~Other~~whether ~~risks~~as ~~relating~~a toresult ~~the~~of ~~Company’s~~new ~~business~~information, ~~including~~a ~~risks~~future ~~that~~event, ~~could~~or ~~cause~~otherwise, except as required by applicable law. Actual results tomay differ ~~materially~~ from those ~~projected~~indicated inby ~~the~~such forward-looking statements including as a result of the risks described under “Risk Factors” in ~~this~~the ~~Current~~Company’s Quarterly Report, ~~are~~on ~~detailed~~Form in10-Q filed with the SEC on November 12, 2024, the Proxy Statement (under the heading “Risk Factors to be Considered by Stockholders in Deciding Whether to Approve the Plan of Dissolution”),” and the Company’s ~~latest~~future ~~Annual~~reports ~~Report~~to onbe ~~Form~~filed ~~10-K, subsequent Quarterly Reports on Form 10-Q and/or Current Reports on Form 8-K filings~~ with the SEC~~, especially under the heading “Risk Factors~~.” The forward-looking statements in this Current Report ~~speak~~are ~~only~~based on information available to Marin as of ~~this~~the date, ~~and~~hereof. ~~the~~The Company disclaims any ~~intent or~~ obligation to ~~revise or~~ update ~~publicly~~ any forward-looking ~~statement~~statements, except as required by law.

2Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description of Document
99.1		Press Release dated June 20, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 12, 2025	By:	/s/ Robert Bertz
Date: June 20, 2025	By:	/s/ Robert Bertz
		Robert Bertz
		Chief Financial Officer

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