MRIN News & Events

Marin Software announced that the company received a notice from Nasdaq stating that Nasdaq had determined that the company did not provide a definitive plan evidencing its ability to achieve compliance with the Nasdaq Listing Rule 5250, which requires listed companies to timely file all required periodic reports with the SEC. The company had previously submitted a letter to Nasdaq requesting an exception to extend the company's listing on Nasdaq for 180 days, until October 13, 2025. As a result of Nasdaq's determination, the Notice states that (i) the Company's request for continued listing on Nasdaq was denied; the company's securities will be delisted from Nasdaq trading of the company's common stock will be suspended at the opening of business on June 26 and a Form 25-NSE will be filed with the SEC, which will remove the company's securities from listing and registration on Nasdaq, unless the company appeals these determinations. The company does not expect to appeal Nasdaq's determinations and expects Nasdaq to file a Form 25-NSE with the SEC to remove the company's common stock from listing and registration on Nasdaq.

Marin Software received a notice from Nasdaq indicating that, as a result of the delinquency in the timely filing of the company's quarterly report on Form 10-Q for the fiscal quarter ended March 31 and the company's continuing delinquency in filing its annual report on Form 10-K for the fiscal year ended December 31, 2024 as previously communicated by Nasdaq on April 16, the company is out of compliance with Nasdaq Listing Rule 5250, which requires listed companies to timely file all required periodic reports with the SEC.

Marin Software received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC indicating that, as a result of the delinquency in the timely filing of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2024 (the "Form 10-K"), the Company is out of compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission.

Marin Software announced that its board of directors has approved a plan of dissolution and liquidation, 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.