Current Report Filing (8-k)
June 11 2018 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2018
Marin Software Incorporated
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-35838
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20-4647180
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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123 Mission Street, 27
th
Floor
San Francisco, California 94105
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94105
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(Address of Principal Executive Offices)
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(Zip Code)
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(415)
399-2580
Registrants Telephone Number, Including Area Code
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this
chapter).
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. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule; Transfer of Listing.
(d) Transfer of Listing
On June 8, 2018, Marin Software Incorporated (the
Company
), acting pursuant to authorization from its Board of
Directors, provided written notice to the New York Stock Exchange (the
NYSE
) that the Company expects to voluntarily delist from the NYSE, effective at the close of trading on June 19, 2018, and intends to transfer its
listing to the Nasdaq Global Market (
Nasdaq
) to commence trading on the next business day, June 20, 2018. The Companys common stock has been approved for listing on Nasdaq and will continue to trade under the
stock symbol MRIN.
On June 8, 2018, the Company issued a press release to announce its decision to voluntarily delist
from the NYSE and transfer its listing to Nasdaq. A copy of the press release is furnished as Exhibit 99.1 to this report.
Forward-Looking Statements
The foregoing disclosures constitute forward-looking statements, including the Companys decision to voluntarily delist from the
NYSE, transfer its listing to Nasdaq and commence trading on June 20, 2018, within the meaning of Section 21E of the Exchange Act. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. You should refer to the section entitled Risk Factors set
forth in the Companys annual and quarterly reports and other filings the Company makes with the Securities and Exchange Commission from time to time for a discussion of important factors that may cause actual results to differ materially from
those expressed or implied by the Companys forward-looking statements. The forward-looking statements speak only as of the date of this Current Report on Form
8-K.
The Company undertakes no obligation to
publicly update any forward-looking statements or reasons why actual results might differ, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
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Marin Software Incorporated
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Date: June 8, 2018
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By:
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/s/ Bradley W. Kinnish
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Bradley W. Kinnish
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Chief Financial Officer
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