Marin Software faces Nasdaq delist; proposes financial overhaul

Rhea-AI Filing Summary

Marin Software Incorporated (MRIN) filed an 8-K on July 10, 2025 disclosing two material items:

• Nasdaq Delisting: On June 17, 2025 Nasdaq notified the company that its common stock will be delisted for failure to meet continued-listing requirements. Trading was suspended on June 26, 2025. The delisting becomes effective 10 days after Nasdaq files Form 25 with the SEC, after which the shares will be deregistered 90 days later (or a shorter period set by the SEC).
• Proposed Financial Reorganization: Under Item 7.01 the company furnished a press release (Exhibit 99.1) announcing that management is pursuing a financial reorganization transaction. No additional terms, timelines, or creditor/shareholder impacts were provided in this filing.

Loss of a national exchange listing typically reduces trading liquidity, narrows analyst coverage, and may trigger covenant or index-inclusion consequences. Management’s intent to reorganize suggests efforts to stabilize the capital structure, but without further detail investors cannot assess probability of success or dilution risk.

Positive

• Management signals intention to pursue a financial reorganization, indicating proactive efforts to address capital challenges.

Negative

• Nasdaq has determined to delist MRIN, suspending trading as of June 26, 2025.
• Deregistration may occur roughly 90 days after Form 25, reducing mandatory disclosure.
• Lack of detail on the reorganization leaves investors unable to gauge potential dilution or recovery prospects.

Insights

Securities Analyst

TL;DR: Nasdaq delisting is materially negative; reorganization plan lacks detail, creating high uncertainty.

Delisting removes Marin Software from a regulated, liquid market, forcing trading to OTC venues with wider spreads and lower visibility. This often precedes deteriorating credit terms and reduces institutional ownership. Deregistration within roughly 100 days could further shrink disclosure obligations, impairing transparency for investors. While management signals a forthcoming financial reorganization, the 8-K provides no structure, funding source, or stakeholder hierarchy, limiting the market’s ability to price recovery value. Overall risk profile rises sharply.

Corporate Governance Expert

TL;DR: Governance risk rises as company heads toward deregistration and lower reporting standards.

Once Form 25 is effective, Marin Software can cease Section 12(b) registration, potentially reducing periodic reporting frequency. Investors will lose protections tied to exchange-listing standards (independent director, audit-committee, and shareholder-approval rules). The board’s decision to pursue reorganization without disclosing parameters heightens information asymmetry. Unless the forthcoming press release offers substantive details, minority shareholders face elevated governance and dilution risk.

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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): July 10, 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*

* On June 17, 2025, Marin Software Incorporated (the “Company” or “we”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq had determined to delist the Company’s common stock as a result of the Company failing to comply with certain continued listing requirements and provide a definitive plan evidencing compliance with the continued listing requirements. On June 26, 2025, the Company’s common stock was suspended from trading on Nasdaq. The delisting of the Company’s common stock from Nasdaq will become effective 10 calendar days after Nasdaq has filed a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”). The deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended, will be effective 90 days, or such shorter period as the SEC may determine, after the filing of the Form 25.

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 7.01 Regulation FD Disclosure.

On July 10, 2025, Marin Software Incorporated issued a press release announcing, among other things, a proposed financial reorganization transaction. A copy of the press release is furnished as Exhibit 99.1.

The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall 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 such section. The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description of Document
99.1		Press Release dated July 10, 2025.
104		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.

		Marin Software Incorporated
Date: July 10, 2025		By:	/s/ Robert Bertz
			Robert Bertz
			Chief Financial Officer

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FAQ

Why is Marin Software (MRIN) being delisted from Nasdaq?

Nasdaq determined that MRIN failed to meet continued-listing requirements and did not submit an adequate compliance plan.

When will MRIN's delisting become effective?

The delisting will take effect 10 days after Nasdaq files Form 25 with the SEC; trading was already suspended on June 26, 2025.

What happens after the Form 25 filing?

Approximately 90 days later, MRIN’s common stock may be deregistered under Section 12(b), reducing SEC reporting obligations.

Is Marin Software planning any corrective action?

Yes. The company announced a proposed financial reorganization, but the 8-K does not provide specific terms or timelines.

How might delisting affect MRIN shareholders?

Shares will likely trade over-the-counter with lower liquidity and transparency, and governance protections tied to Nasdaq listing will lapse.