UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 8, 2018
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.) | ||
| 123 Mission Street, 27th Floor San Francisco, California 94105 |
94105 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(415) 399-2580
Registrant’s Telephone Number, Including Area Code
Not Applicable
(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)) |
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule; Transfer of Listing.
(d) Transfer of Listing
On June 8, 2018, Marin Software Incorporated (the “Company”), acting pursuant to authorization from its Board of Directors, provided written notice to the New York Stock Exchange (the “NYSE”) that the Company expects to voluntarily delist from the NYSE, effective at the close of trading on June 19, 2018, and intends to transfer its listing to the Nasdaq Global Market (“Nasdaq”) to commence trading on the next business day, June 20, 2018. The Company’s common stock has been approved for listing on Nasdaq and will continue to trade under the stock symbol “MRIN.”
On June 8, 2018, the Company issued a press release to announce its decision to voluntarily delist from the NYSE and transfer its listing to Nasdaq. A copy of the press release is furnished as Exhibit 99.1 to this report.
Forward-Looking Statements
The foregoing disclosures constitute forward-looking statements, including the Company’s decision to voluntarily delist from the NYSE, transfer its listing to Nasdaq and commence trading on June 20, 2018, within the meaning of Section 21E of the Exchange Act. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. You should refer to the section entitled “Risk Factors” set forth in the Company’s annual and quarterly reports and other filings the Company makes with the Securities and Exchange Commission from time to time for a discussion of important factors that may cause actual results to differ materially from those expressed or implied by the Company’s forward-looking statements. The forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to publicly update any forward-looking statements or reasons why actual results might differ, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press release issued by Marin Software Incorporated, dated June 8, 2018. | |
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 8, 2018 | By: | /s/ Bradley W. Kinnish | ||||
| Bradley W. Kinnish | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Marin Software to Switch Stock Exchange Listing to Nasdaq
Company’s Ticker Symbol to Remain ‘MRIN’
SAN FRANCISCO – June 8, 2018 – Marin Software Incorporated (NYSE: MRIN), a leading provider of digital marketing software for advertisers and agencies, today announced that it will transfer its stock exchange listing from The New York Stock Exchange to the Nasdaq Global Market. Marin Software will continue to be listed under the ticker symbol “MRIN” and expects that its common stock will commence trading as a Nasdaq-listed security on June 20, 2018.
About Marin Software
Marin Software Incorporated’s mission is to give advertisers the power to drive higher efficiency and transparency in their paid marketing programs that run on the world’s largest publishers. Marin provides enterprise marketing software for advertisers and agencies to integrate, align, and amplify their digital advertising spend across the web and mobile devices. Marin offers a unified SaaS ad management platform for search, social, and e-commerce advertising. Marin Software helps digital marketers convert precise audiences, improve financial performance, and make better decisions. Headquartered in San Francisco with offices worldwide, Marin Software’s technology powers marketing campaigns around the globe. For more information about Marin Software, please visit: www.marinsoftware.com.
Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties, including, among other things, statements regarding Marin’s business and product capabilities. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including, but not limited to our ability to grow sales and marketing capabilities, retain and attract personnel, develop and release new features, increasing competition in our market, fluctuations in our operating results and inability to forecast financial metrics, and other general market, political, economic, and business conditions.
These forward-looking statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks and uncertainties detailed in documents filed with the Securities and Exchange Commission, including our most recent report on Form 10-K, recent reports on Form 10-Q and current reports on Form 8-K which Marin Software may file from time to time, all of which are available free of charge at the SEC’s website at www.sec.gov. Any of these risks could cause actual results to differ materially from expectations set forth in the forward-looking statements. All forward-looking statements in this press release reflect Marin Software’s expectations as of June 8, 2018. Marin Software assumes no obligation to, and expressly disclaims any obligation to update any such forward-looking statements after the date of this release.