10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35838

Marin Software Incorporated

(Exact Name of Registrant as Specified in Its Charter)


Delaware		20-4647180
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

149 New Montgomery Street, 4th Floor San Francisco, California (Address of Principal Executive Offices)		94105 (Zip Code)

(415) 399-2580

(Registrant’s Telephone Number, Including Area Code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value Per Share	MRIN	The Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter time period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 26, 2024, the registrant had 3,106,361 shares of common stock outstanding.

Table of Contents


PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (unaudited)	3
	CONDENSED CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2024 AND DECEMBER 31, 2023	3
	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023	4
	CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023	5
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023	6
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II.	OTHER INFORMATION	22
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
SIGNATURES		46

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Marin Software Incorporated

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except par value)


	At March 31,			At December 31,
	2024			2023*
Assets
Current assets:
Cash and cash equivalents	$	9,563		$	11,363
Accounts receivable, net		3,422			3,864
Prepaid expenses and other current assets		1,386			1,548
Total current assets		14,371			16,775
Property and equipment, net		118			120
Right-of-use assets, operating leases		1,613			1,912
Other non-current assets		504			508
Total assets	$	16,606		$	19,315
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	609		$	664
Accrued expenses and other current liabilities		1,820			2,099
Operating lease liabilities		1,613			1,518
Total current liabilities		4,042			4,281
Operating lease liabilities, non-current		—			394
Other long-term liabilities		980			1,001
Total liabilities		5,022			5,676
Commitments and contingencies (Note 9)
Stockholders’ equity (1):
Convertible preferred stock, $0.001 par value - 10,000 shares authorized, no shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		—			—
Common stock, $0.001 par value - 47,619 shares authorized, 3,061 and 3,011 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		3			3
Additional paid-in capital		359,234			358,884
Accumulated deficit		(346,662	)		(344,251	)
Accumulated other comprehensive loss

SEC Form 10-Q filed by Marin Software Incorporated