As filed with the Securities and Exchange Commission on July 15, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MARIN SOFTWARE INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
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7372
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20-4647180
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number
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(I.R.S. Employer
Identification Number)
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123 Mission Street, 27th Floor
San Francisco, CA 94105
(415) 399-2580
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
Christopher A. Lien
Chief Executive Officer and Chairman of the Board
123 Mission Street, 27th Floor
San Francisco, CA 94105
(415) 399-2580
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Michael A. Brown, Esq.
Katherine K. Duncan, Esq.
Fenwick & West LLP
555 California Street, 12th Floor
San Francisco, CA 94104
(415) 875-2300
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Michael Coleman, Esq.
Marin Software Incorporated
123 Mission Street, 27th Floor
San Francisco, CA 94105
(415) 399-2580
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-230275
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this form is a registration statement filed pursuant to General Instruction I.D. or a post-effective amendment thereto
that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐ “
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See 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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☐
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of each class of
securities to be registered(1)
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Amount
to be
registered
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Proposed
maximum
aggregate
offering price(1)
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Amount of
registration fee(2)
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Common stock, $0.001 par value per share
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$3,000,000
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$327.30
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(1)
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The Registrant previously registered (i) an indeterminate number of shares of the Registrant’s common
stock, preferred stock, debt securities, warrants, subscription rights and units with an aggregate initial offering price not to exceed $50,000,000 to be offered and sold by the Registrant on a registration statement on Form S-3 (File No. 333-230275), as amended on May 9, 2019, which was declared effective on May 10, 2019 (the “Initial Registration
Statement”), and for which a filing fee of $6,060 was previously paid. Of the securities registered for offer and sale by the Registrant, a balance of $37,000,000 of such securities remains available for offer and sale by the Registrant
under the Initial Registration Statement as of the date hereof. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional indeterminate number of shares of common stock of the Registrant having a proposed maximum
aggregate offering price of $3,000,000 is hereby registered, representing no more than 20% of the maximum aggregate offering price of unsold securities remaining available for issuance by the Registrant under the Initial Registration Statement. The
proposed maximum offering price per share will be determined from time to time by the Registrant in connection with, and at the time of, the issuance by the Registrant of the common stock registered hereunder.
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(2)
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Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Pursuant to Rule 416(a), this
registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.
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This registration statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act.