Marin Software’s Stockholders and Board of Directors Approve Reverse Stock Split
October 05 2017 - 4:05PM
Marin Software Incorporated (NYSE:MRIN), a leading provider of
cross-channel, cross-device, enterprise marketing software for
advertisers and agencies, announced that at a special meeting of
stockholders held today, stockholders voted to approve a proposal
authorizing the Board of Directors to effect a reverse stock split
of Marin’s outstanding shares of common stock at a ratio of not
less than 6-to-1 and not more than 10-to-1, with the exact ratio to
be set within that range at the discretion of the Board of
Directors, and a proposal to reduce the number of authorized shares
of Marin’s common stock from 500,000,000 to that number of shares
equal to 500,000,000 multiplied by two times the stock split ratio.
Prior to the special meeting of stockholders, the Board of
Directors determined that the reverse stock split ratio will be
7-to-1 and will take effect at 5:00 p.m. Eastern Time on October 5,
2017. Beginning at the opening of trading on October 6, 2017,
Marin’s common stock will trade on a split-adjusted basis.
Upon the effectiveness of the reverse stock
split, every seven shares of Marin's issued and outstanding common
stock will be automatically combined and converted into one issued
and outstanding share of common stock with any fractional amounts
rounded down and paid in cash in lieu of the fractional amount. The
reverse split will reduce the number of shares of outstanding
common stock from approximately 39.5 million to approximately 5.6
million. The reverse stock split will not affect any stockholder's
ownership percentage of Marin's common stock.
At the opening of trading on October 6, 2017,
Marin's common stock will continue to trade on the New York Stock
Exchange under the symbol "MRIN," but will be assigned a new CUSIP
number (56804T 205) and will trade on a split-adjusted basis.
Computershare, Marin's transfer agent, will
provide instructions to registered stockholders regarding the
process for exchanging their stock certificates. Stockholders
holding their shares in street name do not need to take any action.
Additional information regarding the reverse stock split and
reduction in the number of authorized shares of Marin’s common
stock approved by stockholders can be found in Marin's definitive
proxy statement filed with the Securities and Exchange Commission
on September 8, 2017.
About Marin Software
Marin Software Incorporated’s (NYSE:MRIN)
mission is to give advertisers the power to drive higher
efficiency, effectiveness, and transparency in their paid marketing
programs that run on the world’s largest publishers. Marin provides
industry leading enterprise marketing software for advertisers and
agencies to measure, manage, and optimize billions of dollars in
annualized ad spend across the web and mobile devices. Offering an
integrated SaaS ad management platform for search, social, and
display advertising, Marin helps digital marketers improve
financial performance, save time, and make better decisions.
Advertisers use Marin to create, target, and convert precise
audiences based on recent buying signals from users’ search,
social, and display interactions. Headquartered in San Francisco,
with offices in eight countries, Marin’s technology powers
marketing campaigns around the globe. For more information about
Marin Software, please visit: http://www.marinsoftware.com.
Forward-Looking Statements
This press release contains forward-looking
statements including, among other things, Marin’s expectations
regarding the timing of the reverse stock split and the reduction
in authorized shares of Marin’s capital stock. These
forward-looking statements are subject to the safe harbor
provisions created by the Private Securities Litigation Reform Act
of 1995. Actual results could differ materially from those
projected in the forward-looking statements as a result of certain
risk factors, including but not limited to our ability to grow
sales to new and existing customers; our ability to expand our
sales and marketing capabilities; our ability to retain and attract
qualified management and technical personnel; delays in the release
of updates to our product platform or new features; competitive
factors, including but not limited to pricing pressures, entry of
new competitors and new applications; quarterly fluctuations in our
operating results due to a number of factors; inability to
adequately forecast our future revenues, expenses, adjusted EBITDA,
cash flows or other financial metrics; delays, reductions or slower
growth in the amount spent on online and mobile advertising and the
development of the market for cloud-based software; progress in our
efforts to update our software platform; adverse changes in our
relationships with and access to publishers and advertising
agencies; level of usage and advertising spend managed on our
platform; our ability to expand sales of our solutions in channels
other than search advertising; any slow-down in the search
advertising market generally; shift in customer digital advertising
budgets from search to segments in which we are not as deeply
penetrated; the development of the market for digital advertising;
acceptance and continued usage of our platform and services by
customers and our ability to provide high-quality technical support
to our customers; material defects in our platform including those
resulting from any updates we introduce to our platform, service
interruptions at our single third-party data center or breaches in
our security measures; our ability to develop enhancements to our
platform; our ability to protect our intellectual property; our
ability to manage risks associated with international operations;
the impact of fluctuations in currency exchange rates, particularly
an increase in the value of the dollar; near term changes in sales
of our software services or spend under management may not be
immediately reflected in our results due to our subscription
business model; adverse changes in general economic or market
conditions; and the ability to acquire and integrate other
businesses. These forward-looking statements are based on current
expectations and are subject to uncertainties and changes in
condition, significance, value and effect as well as other risks
detailed in documents filed with the Securities and Exchange
Commission, including our most recent Annual Report on Form 10-K,
recent Quarterly Reports on Form 10-Q and Current Reports on Form
8-K which we may file from time to time, all of which are available
free of charge at the SEC’s website at www.sec.gov. Any of these
risks could cause actual results to differ materially from
expectations set forth in the forward-looking statements. All
forward-looking statements in this press release reflect Marin’s
expectations as of the date hereof. Marin assumes no obligation to,
and expressly disclaims any obligation to update any such
forward-looking statements after the date of this release.
Investor Relations Contact:
Investor Relations, Marin Software ir@marinsoftware.com
Media Contact:
Wesley MacLaggan Marketing, Marin Software (415) 399-2586
press@marinsoftware.com
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