UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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 2.02 Results of Operations and Financial Condition.
On May 2, 2024, Marin Software Incorporated (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2024. The press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Item 2.02 on Form 8-K and Exhibit 99.1 attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
Our common stock is listed on the Nasdaq Capital Market, or Nasdaq. We previously reported that we received a deficiency notice from Nasdaq on April 26, 2023, advising that the closing bid price of our common stock for the previous 30 consecutive business days was below Nasdaq's minimum bid price requirement of $1.00 and, therefore, we no longer satisfied this Nasdaq continued listing requirement. In accordance with Nasdaq rules, we had until October 23, 2023 (180 calendar days from the date of the Nasdaq deficiency notice) to regain compliance with the minimum bid price requirement, which we did not achieve prior to October 23, 2023. In October 2023, we applied to Nasdaq for an additional 180 calendar day compliance period and, in connection with such application, applied to transfer the listing of our common stock from the Nasdaq Global Market to the Nasdaq Capital Market. Nasdaq approved our application effective on October 24, 2023, and the listing of our common stock transferred to the Nasdaq Capital Market effective October 25, 2023. After the extension of the compliance period, we completed a 1-for-6 reverse stock split on April 12, 2024. Since the completion of the reverse stock split, the bid price of our common stock has closed at or above $1.00 per share for a minimum of 10 consecutive business days. On April 29, 2024, Nasdaq notified us that we have regained compliance with the minimum bid price requirement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
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Press release issued by Marin Software Incorporated on May 2, 2024. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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Marin Software Incorporated |
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Date: May 2, 2024 |
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By: |
/s/ Robert Bertz |
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Robert Bertz |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
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