Welcome to our dedicated page for Marin Software SEC filings (Ticker: MRIN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Marin Software Incorporated filings document the company’s public-company status, capital structure, and corporate transition following its Chapter 11 case. The record includes Form 8-K material-event reports on bankruptcy and reorganization matters, Form 25 removal of the common stock from Nasdaq listing and registration, and Form 15 certification to terminate or suspend Exchange Act reporting obligations.
MRIN disclosures also cover late periodic-report notices, auditor changes, material agreements, shareholder voting matters, governance matters, and security-status disclosures. The Form 15 states that the company’s Chapter 11 plan became effective and that all outstanding shares of common stock, including shares issuable under equity awards, were cancelled and discharged.
Marin Software Incorporated has submitted a Form 12b-25 notifying the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The company filed a voluntary petition under Chapter 11 on July 1, 2025 (Case No. 25-11263) and is operating as a debtor in possession. Management and remaining personnel have been focused on the bankruptcy process, the company reports limited financing, accounting and administrative personnel, and it terminated Grant Thornton LLP as its independent registered public accounting firm effective July 24, 2025 with no replacement engaged. Marin says it will file monthly operating reports with the Bankruptcy Court and will report those filings with the SEC. The company also cautions that its common stock is no longer listed on the Nasdaq Capital Market and that trading is highly speculative.
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.
Marin Software Incorporated (MRIN) disclosed that Nasdaq has denied its request for additional time to regain compliance with Listing Rule 5250(c)(1) after the company failed to file both its 2024 Form 10-K and its Q1 2025 Form 10-Q. As a result, Nasdaq will suspend trading in Marin’s common stock at the opening of business on June 26 2025 and intends to file a Form 25-NSE to remove the shares from listing and registration. The company does not plan to appeal the decision.
Marin also stated that it currently does not intend to seek quotation on an OTC Markets venue, citing the costs involved and its parallel strategic review. Management is exploring a "Potential Transaction" under which a private-equity buyer would acquire substantially all of Marin’s assets. Failing that, the board has authority—already approved by stockholders—to pursue a voluntary dissolution and liquidation.
Once delisted, the shares will likely suffer from reduced liquidity, wider bid-ask spreads, and "penny-stock" compliance burdens, all of which may impair shareholder ability to trade. The company warned that there is no assurance the asset sale will be completed, and it may revert to dissolution. A press release regarding the Nasdaq decision was issued on June 20 2025 and filed as Exhibit 99.1.