SEC Form DEFR14A filed by Marin Software Incorporated

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant  Filed by a party other than the Registrant 

Check the appropriate box:

Marin Software Incorporated

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

EXPLANATORY NOTE

Marin Software Incorporated (together with its subsidiaries, the "Company") is filing this Amendment No. 1 (this "Amendment") to the Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission ("SEC") on March 5, 2024 (the "Original Filing"). This Amendment solely amends Appendix A to the Original Filing, which contains the form of the proposed amendment to our certificate of incorporation to effect the reverse stock split, to reflect a revised “Effective Time” of the reverse stock split from April 5, 2024 to April 12, 2024 and to update the date for the closing price for payment of fractional shares from April 5, 2024 to April 12, 2024. There are otherwise no other changes to the Original Filing.

UPDATE ON 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 5, 2024

Marin Software Incorporated (the “Company”) will convene its 2024 annual meeting of stockholders (the “Annual Meeting”) on April 5, 2024. The matters to be voted on are set forth below:

We are filing this update to provide an updated Appendix A to our proxy statement containing the form of the proposed amendment to our certificate of incorporation to effect the reverse stock split with the Appendix A attached hereto, to reflect a revised “Effective Time” of the reverse stock split from April 5, 2024 to April 12, 2024 and to update the date for the closing price for payment of fractional shares from April 5, 2024 to April 12, 2024. There are otherwise no other changes to the proposed amendment to our certificate of incorporation.

We encourage stockholders who have not yet voted their shares to do so. Stockholders who have already voted need not submit another vote unless they wish to change their vote. Votes submitted by telephone or Internet must be received by 11:59 pm Eastern time on April 4, 2024.

If you have questions about the Annual Meeting or how to vote your shares, change a prior vote or revoke a proxy, you should contact our proxy solicitor, Alliance Advisors LLC via email at [email protected].

APPENDIX A

MARIN SOFTWARE INCORPORATED

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

Marin Software Incorporated (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify that:

“1. Authorized Stock.

The total number of shares of all classes of stock which the Corporation has authority to issue is [•] shares, consisting of two classes: [•] shares of Common Stock, $0.001 par value per share (“Common Stock”), and 10,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”).

Effective at 5:00 p.m. Eastern Time on April 12, 2024 (the “Effective Time”), every [•] shares of Common Stock issued and outstanding prior to the Effective Time shall, automatically and without any further action by the Corporation or the stockholders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Split”). No fractional share shall be issued in connection with the foregoing combination of the shares pursuant to the Reverse Split. The Corporation will pay in cash the fair value of such fractional shares based on the closing price of one share of Common Stock on April 12, 2024, without interest.

The Reverse Split shall occur automatically without any further action by the holders of Common Stock, and whether or not the certificates representing such shares have been surrendered to the Corporation; provided, that, the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable as a result of the Reverse Split unless the existing certificates evidencing the applicable shares of stock prior to the Reverse Split are either delivered to the Corporation, or the holder notifies the Corporation that such certificates have been lost, stolen or destroyed, and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.”

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this ____ day of April, 2024.

MARIN SOFTWARE INCORPORATED