Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 17, 2020


Marin Software Incorporated

(Exact name of Registrant as Specified in Its Charter)






(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)




123 Mission Street, 27th Floor

San Francisco, California 94105



(Address of Principal Executive Offices)


(Zip Code)

(415) 399-2580

Registrant’s 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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.001 per share


The Nasdaq Global Market

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 1.01.

Entry into a Material Definitive Agreement.


On March 17, 2020, Marin Software Incorporated (the “Company”) entered into Amendment #1 (the “Amendment”) to the Revenue Share Agreement (the “Agreement”) by and between the Company and Google LLC (“Google” and together with the Company generally, the “Parties”), dated as of December 17, 2018.  The Amendment is effective as of March 17, 2020.  


Pursuant to the Amendment, the Parties deleted Section 10.3.10 of the Agreement, which had previously stated that Google had the right to terminate the Agreement if the Company’s Quarterly Adjusted EBITDA (as defined in the Agreement) is a negative number for the three months ending September 30, 2020.


The Company will file the Amendment as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2019.  The Company filed the Agreement as Exhibit 10.16 to its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the Securities and Exchange Commission on March 14, 2019. 



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.




Marin Software Incorporated





Date: March 19, 2020



/s/ Robert Bertz




Robert Bertz




Chief Financial Officer