As filed with the Securities and Exchange Commission on May 9, 2019
Registration
No. 333-230275
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 1
TO
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 registrants 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.
Amanda L. Rose, Esq.
Katherine K. Duncan, Esq.
Fenwick & West LLP
555 California Street, 12
th
Floor
San Francisco, CA 94104
(415)
875-2300
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Jonathan M. DeGooyer, 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. ☐
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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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. ☐