subslover
2 weeks ago
This is gigantic news! = Marin Software Incorporated (the “Company”) has entered into a non-binding letter of intent (the “LOI”) with a private equity firm (the “Counterparty”) to explore a potential transaction whereby the Counterparty would acquire substantially all of the assets of the Company, which may be through a voluntary reorganization transaction (the “Potential Transaction”). The Company’s Board of Directors (the “Board”) believes that the Potential Transaction, if consummated on the terms set forth in the LOI, will result in greater liquidating distributions to the Company’s stockholders than the currently contemplated voluntary dissolution of the Company (the “Dissolution”), as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2025 (the “Proxy Statement”) for a Special Meeting of Stockholders to occur on June 11, 2025 (the “Special Meeting”).
Entry into Secured Promissory Note
On June 6, 2025, the Company issued a demand secured promissory note to an affiliate of the Counterparty (the “Promissory Note”), in the principal amount of $300,000, with the Company receiving gross proceeds of $300,000, to be used for the Company’s legal and other expenses to pursue the Potential Transaction as contemplated by the LOI.
The Promissory Note is secured by the Company’s intellectual property, bears interest at a rate of 10% per annum, and has a maturity date of August 5, 2025 (the “Maturity Date”). The outstanding principal amount and any unpaid accrued interest may be prepaid at any time, upon two business days’ notice, without premium or penalty. The Promissory Note includes customary representations, warranties, and covenants and sets forth certain events of default after which the outstanding principal may be declared immediately due and payable in advance of the Maturity Date and an additional default interest rate of 3% per annum will accrue on the then-outstanding balance.
The Promissory Note shall be forgiven and the Company shall have no obligation to repay the Promissory Note in the event that (A) (i) the Company does not initiate certain steps related to the Proposed Transaction by June 30, 2025, provided that the Company uses commercially reasonable best efforts with respect thereto, or (ii) the Proposed Transaction is terminated by the Company and the Counterparty or by either of them, other than if the termination of the Proposed Transaction is (x) by the Counterparty (1) due to a material breach of the LOI or a definitive agreement for the Potential Transaction by the Company or (b) the Company’s exercise of certain rights not to proceed with the Potential Transaction or (y) by the Company absent a material breach by the Counterparty of the LOI or a definitive agreement for the Potential Transaction; (B) the Counterparty elects not to proceed with the Proposed Transaction as a result of the Company’s failure to achieve certain milestones; or (C) the Company and the Counterparty not reaching an agreement with respect to definitive agreements for the Potential Transaction following good faith negotiations.
Request to Vote in Favor of Dissolution
As there are no assurances that the Potential Transaction will be entered into and consummated on the terms contemplated by the LOI or at all, the Company and the Board still will seek approval of the Dissolution by the Company’s stockholders on June 11, 2025 at the Special Meeting, as described in the Proxy Statement, and as previously reported in the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2025. Given the inherent uncertainty associated with the Potential Transaction, the Board continues to believe that it is in the best interests of the Company and its stockholders to proceed with the stockholder vote on the Plan of Dissolution at the Special Meeting and as more fully discussed in the Proxy Statement. Accordingly, the Board further continues to recommend that the Company’s stockholders vote “For” the Dissolution Proposal as more fully discussed in the Proxy Statement. Obtaining stockholder approval for the Dissolution will allow the Company to promptly move forward with Dissolution in the event that the Company cannot enter into the Potential Transaction or consummate the Potential Transaction or the Company otherwise determines to cease to pursue the Potential Transaction, and will avoid costs associated with obtaining a new stockholder vote for a voluntary dissolution.
subslover
10 months ago
Marin Software Extends Reach with Reddit and X Support
It’s never been easier for performance marketers and agencies to engage with their audience
SAN FRANCISCO--(BUSINESS WIRE)-- Marin Software (NASDAQ: MRIN), a leading provider of digital marketing software for performance-driven advertisers and agencies, announced exciting enhancements to its integrations with Reddit and X (formerly Twitter). Now, marketers can use Marin’s AI-powered intelligence, optimization, and automation to reach Reddit and X’s users.
Reddit boasts over 91 million daily active users across thousands of communities, and X serves as a real-time information hub for more than 500 million monthly active users. These platforms offer marketers access to large, engaged audiences, but to get the most out of their ad spend marketers need more advanced campaign management and optimization tools.
Managing Reddit and X with Marin allows marketers to:
Plan, execute, and optimize campaigns on Reddit and X alongside other channels
Make informed decisions using Marin’s unified analytics grids
Leverage AI-powered optimization and customizable automation for real-time campaign adjustments
Chris Lien, CEO of Marin Software, stated, "Integrating Reddit and X into our ecosystem allows us to provide industry-leading intelligence, optimization, and automation for digital marketers across all channels."
These enhanced integrations are available now for all Marin Software clients. For more information, please visit www.marinsoftware.com or contact your Marin representative.
Invest-in-America
1 year ago
MRIN: In TRUTH, all that the MRIN Company has done is further EXPLOIT something that is totally owned by MICROSOFT --- you & me can do that TOO. But heck, at least MRIN did NOT deploy the traditional FLUFF NEWS PR terminologies such as, "MRIN has now PARTNERED with Microsoft, or Amazon, or TikTok, or NVIDIA" , or whatever. Thereby falsely creating the appearance of an actual fiduciary CONTRACT of some nature --- at least MRIN did NOT go that far in their otherwise conspicuous FLUFFYNESS!!