As filed with the Securities and Exchange Commission on August 29, 2025
Registration No. 333-277298
Registration No. 333-273818
Registration No. 333-269538
Registration No. 333-262972
Registration No. 333-253550
Registration No. 333-237355
Registration No. 333-230274
Registration No. 333-223332
Registration No. 333-216349
Registration No. 333-209651
Registration No. 333-202223
Registration No. 333-194250
Registration No. 333-187459
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-277298
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-273818
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-269538
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-262972
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-253550
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-237355
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-230274
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-223332
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-216349
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-209651
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-202223
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-194250
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-187459
Marin Software Incorporated
(Exact name of registrant as specified in its charter)
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Delaware |
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20-4647180 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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149 New Montgomery Street, 4th Floor San Francisco, California |
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94105 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Amended and Restated 2013 Equity Incentive Plan
Amended and Restated 2013 Employee Stock Purchase Plan
2006 Equity Incentive Plan
(Full title of the plan)
Christopher A. Lien
Chief Executive Officer and Director
Marin Software Incorporated
149 New Montgomery Street, 4th Floor
San Francisco, California 94105
(Name and address of agent for service)
(415) 399-2580
(Telephone number, including area code, of agent for service)
Copies to:
Michael A. Brown, Esq.
Katherine K. Duncan, Esq.
Fenwick & West, LLP
401 Union St.
Seattle, Washington 98101
(206) 389-4510
Robert Bertz
Marin Software Incorporated
149 New Montgomery Street, 4th Floor
San Francisco, California 94105
(415) 399-2580
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
These Post-Effective Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by Marin Software Incorporated, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”):
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Registration Statement on Form S-8 (No. 333-277298), filed with the SEC on February 23, 2024; |
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Registration Statement on Form S-8 (No. 333-273818), filed with the SEC on August 8, 2023; |
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Registration Statement on Form S-8 (No. 333-269538), filed with the SEC on February 2, 2023; |
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Registration Statement on Form S-8 (No. 333-262972), filed with the SEC on February 24, 2022; |
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Registration Statement on Form S-8 (No. 333-253550), filed with the SEC on February 26, 2021; |
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Registration Statement on Form S-8 (No. 333-237355), filed with the SEC on March 24, 2020; |
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Registration Statement on Form S-8 (No. 333-230274), filed with the SEC on March 14, 2019; |
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Registration Statement on Form S-8 (No. 333-223332), filed with the SEC on March 1, 2018; |
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Registration Statement on Form S-8 (No. 333-216349), filed with the SEC on February 28, 2017; |
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Registration Statement on Form S-8 (No. 333-209651), filed with the SEC on February 23, 2016; |
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Registration Statement on Form S-8 (No. 333-202223), filed with the SEC on February 20, 2015; |
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Registration Statement on Form S-8 (No. 333-194250), filed with the SEC on February 28, 2014; and |
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Registration Statement on Form S-8 (No. 333-187459), filed with the SEC on March 22, 2013. |
On July 1, 2025, the Company filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Second Amended Combined Disclosure Statement and Plan of Reorganization of Marin Software Incorporated Under Chapter 11 of the Bankruptcy Code (the “Plan”) on August 29, 2025. The Company expects that the effective date of the Plan will occur once all conditions precedent to the Plan have been satisfied.
As a result of the Chapter 11 Case, the Company has terminated all offerings of the Company’s common stock pursuant to the Registration Statements. Accordingly, effective upon filing of these Post-Effective Amendments, the Company hereby removes from registration all such shares of common stock of the Company that are registered but unsold under the Registration Statements, if any. Effective upon filing of these Post-Effective Amendments, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such shares of common stock, and the Company hereby terminates the effectiveness of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on August 29, 2025. No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
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MARIN SOFTWARE INCORPORATED |
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/s/ Christopher A. Lien |
Name: |
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Christopher A. Lien |
Title: |
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Chief Executive Officer and Director |
