Marin Software Announces Plan of Dissolution

Rhea-AI Summary

Marin Software (NASDAQ: MRIN) has announced its Board of Directors' approval of a Plan of Dissolution and Liquidation, pending stockholder approval. Following a strategic review, the company has determined that an orderly wind-down of operations is in the best interest of stockholders.

The digital marketing software provider plans to:

• Wind down and cease remaining operations
• Delist its common stock from Nasdaq
• Resolve outstanding liabilities and obligations
• Explore opportunities to dispose of assets
• Distribute available net proceeds to stockholders

A special meeting of stockholders is expected during the second quarter of 2025 to seek approval of the dissolution plan. The company will file proxy materials with the SEC in the coming weeks. Upon stockholder approval, Marin Software will begin the dissolution process under Delaware law.

Positive

• Potential return of capital to shareholders through distribution of net proceeds

Negative

• Complete cessation of business operations
• Delisting from Nasdaq
• Company dissolution and liquidation of assets
• Uncertainty regarding final distribution amount to shareholders

Insights

Corporate Restructuring Specialist

Marin Software's announcement of a Plan of Dissolution and Liquidation represents a terminal event for the company and delivers unambiguously negative news for investors. After what they describe as a thorough strategic review, the Board has determined that an orderly wind-down is the best remaining option - effectively signaling the end of the business as a going concern.

The planned dissolution process will involve several critical steps: ceasing all remaining operations, delisting from Nasdaq, satisfying outstanding liabilities, potential asset sales, and distributing any net proceeds to stockholders. This final distribution amount remains unspecified but will almost certainly represent only a fraction of the current $3.71 million market capitalization, as creditors' claims and dissolution expenses must be paid before shareholders receive anything.

The decision to pursue dissolution rather than seeking acquisition or attempting restructuring suggests management found no viable path forward for the digital marketing software provider. With stockholder approval still required at a special meeting in Q2 2025, the shares will continue trading until then, though likely with significant volatility as investors assess potential liquidation value.

For context, dissolution represents the most definitive acknowledgment of business failure, as the company has determined that its continued operation cannot generate sufficient value to justify its existence. While shareholders will receive some liquidation proceeds, this marks the complete loss of the original investment thesis and effectively ends Marin Software's 15+ year run as an independent entity in the digital marketing space.

SAN FRANCISCO--(BUSINESS WIRE)-- Marin Software Incorporated (NASDAQ: MRIN), a provider of digital marketing software for performance-driven advertisers and agencies, today announced that its Board of Directors has approved a Plan of Dissolution and Liquidation (the "Plan of Dissolution"), subject to the approval of Marin Software’s stockholders.

Following a thorough review of strategic alternatives, the Board has determined that an orderly wind-down of Marin Software’s operations is in the best interest of stockholders.

If the Plan of Dissolution is approved by stockholders, Marin intends:

• to wind down and cease its remaining operations in an orderly manner;
• to delist its shares of common stock from Nasdaq;
• to satisfy or resolve its outstanding liabilities and obligations;
• to explore any further opportunities to dispose of some or all of its assets; and
• to distribute any available net proceeds to stockholders.

Christopher Lien, Founder and Chief Executive Officer of Marin Software, said: “On behalf of Marin Software, I want to thank our customers, partners, team members, and stockholders for their support over the years.”

Marin Software expects to convene a special meeting of stockholders during the second quarter of 2025 to seek approval of the Plan of Dissolution, and will file proxy materials with the U.S. Securities and Exchange Commission (SEC) in the coming weeks. Subject to obtaining stockholder approval, Marin Software will begin the dissolution process in accordance with Delaware law.

Important Additional Information to be filed with the SEC

In connection with the Plan of Dissolution, Marin Software Incorporated (the “Company”) intends to file with the SEC a preliminary proxy statement and other relevant materials. THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PLAN OF DISSOLUTION. Stockholders may obtain a free copy of the proxy statement and the other relevant materials (when they become available), and any other documents filed by the company with the SEC, at the SEC’s web site at http://www.sec.gov. In addition, the Company will make available or mail a copy of the definitive proxy statement to stockholders on the record date when it becomes available. A free copy of the proxy statement, when it becomes available, and other documents filed with the SEC by the company may also be obtained by directing a written request to: Marin Software Incorporated, Investor Relations, 149 New Montgomery Street, 4th Floor, San Francisco, CA 94105, or by email to ir@marinsoftware.com. Stockholders are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the Plan of Dissolution.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the company’s stockholders in connection with the Plan of Dissolution. Information about the persons who may be considered to be participants in the solicitation of the company’s stockholders in connection with the Plan of Dissolution, and any interest they have in the Plan, will be set forth in the definitive proxy statement when it is filed with the SEC. These documents (when they become available) may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, stockholders may obtain free copies of the documents filed with the SEC by the Company by directing a written request to: Marin Software Incorporated, Investor Relations, 149 New Montgomery Street, 4th Floor, San Francisco, CA 94105, or by email to ir@marinsoftware.com.

Cautionary Note Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “intends,” “estimates,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements regarding the company’s evaluation and discussion of strategic options, the planned dissolution of the Company, the timing of calling a special meeting of stockholders and filing proxy materials, and the Company’s intentions if its stockholders approve the Plan of Dissolution. The Company’s expectations regarding these matters may not materialize, and actual results are subject to risks and uncertainties. Actual results may differ materially from those indicated by these forward-looking statements as a result of these risks and uncertainties, including but not limited to: the company’s ability to successfully and timely execute and consummate any sales of any of its assets; unexpected personnel-related termination or other costs; the availability, timing and amount of any stockholder distributions; any amount to be reserved by the Company and the adequacy of such reserves to satisfy the Company’s obligations; potential unknown contingencies or liabilities, and the Company’s ability to favorably resolve them, if at all; the amount of any proceeds that might be realized from any sale or other disposition of any assets; the incurrence by the Company of expenses relating to the dissolution; the ability of the Board of Directors to abandon, modify or delay implementation of the Plan of Dissolution, even after stockholder approval; the risk of being delisted from Nasdaq for failure to meet Nasdaq’s continued listing requirements prior to dissolution; general economic and market conditions; and other risks. Information regarding the foregoing and additional risks may be found in the section entitled “Risk Factors” in the company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024, and the company’s future reports to be filed with the SEC. The forward-looking statements in this press release are based on information available to Marin Software as of the date hereof. The company disclaims any obligation to update any forward-looking statements, except as required by law.

About Marin Software

Marin Software Incorporated (NASDAQ: MRIN) provides a cross-channel advertising management platform that enables digital marketers to measure, manage, and optimize their online advertising campaigns. Founded in 2006, Marin is headquartered in San Francisco, California.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250410517913/en/

Investor Contact:

ir@marinsoftware.com

Source: Marin Software Incorporated

FAQ

When will Marin Software (MRIN) hold its special stockholder meeting for dissolution approval?

Marin Software plans to hold a special stockholder meeting during the second quarter of 2025 to seek approval for the Plan of Dissolution.

What happens to MRIN shareholders after the dissolution is approved?

After approval, shareholders may receive distributions of any available net proceeds after the company satisfies liabilities, resolves obligations, and disposes of assets.

Will Marin Software (MRIN) stock continue trading on Nasdaq?

No, the company plans to delist its shares from Nasdaq as part of the dissolution process.

What are the key steps in Marin Software's (MRIN) dissolution plan?

Key steps include ceasing operations, delisting from Nasdaq, resolving liabilities, disposing of assets, and distributing remaining proceeds to stockholders.