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):  April 23, 2020

Marin Software Incorporated

(Exact name of Registrant as Specified in Its Charter)

(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):

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

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. ☐

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On April 23, 2020, Marin Software Incorporated (the “Company”), entered into a loan agreement with Harvest Small Business Finance, LLC as the lender (“Lender”) for a loan in an aggregate principal amount of $3,319,600 (the “Loan”) pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security (CARES) Act. The Loan is evidenced by a Note dated effective as of April 22, 2020 (the “Note”) and matures two years from the date of first disbursement of the Loan. The Loan bears interest at a rate of 1% per annum, with all payments deferred through the six-month anniversary of the date of the Note. Principal and interest are payable monthly commencing on the first day of the next month after the expiration of the initial six-month deferment period and may be prepaid by the Company at any time prior to maturity without penalty. The Company has not yet received any funds pursuant to the Loan and the funding of the Loan is subject to the satisfaction of certain conditions, including that the Lender receives approval from the U.S. Small Business Administration to fund the Loan. Although the Company currently expects that such conditions will be satisfied, there can be no assurances that such conditions will be satisfied or that the Company will receive any funds pursuant to the Loan. If the Company receives the Loan amount, the Company may apply to Lender for forgiveness of amounts due under the Loan, with the amount of potential loan forgiveness to be calculated in accordance with the requirements of the PPP based on payroll costs, any mortgage interest payments, any covered rent payments and any covered utilities payments during the 8-week period beginning on the date of first disbursement of the Loan. If the Company receives the Loan amount, the Company intends to use proceeds of the Loan for qualifying expenses, but there can be no assurances that any portion of the Loan will be forgiven.  

The Company will file a copy of the Note as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Reference is made to the disclosure under Item 1.01 above, which is hereby incorporated in this Item 2.03 by reference. 

Forward Looking-Statements

This Current Report on Form 8‑K contains forward‑looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8‑K other than statements of historical fact, including statements regarding the parties’ obligations and responsibilities under the Agreement are forward‑looking statements. The words “intend” and “may,” and similar expressions are intended to identify forward‑looking statements. These forward‑looking statements are based on the Company’s current expectations for its receipt of funds pursuant to the Loan and its use of proceeds of the Loan. These forward‑looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section of the Company’s Annual Report on Form 10‑K for the year ended December 31, 2019. In addition, new risks may emerge from time to time, such as the current ongoing novel coronavirus (COVID-19) pandemic, and it is not possible for the Company to predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward‑looking statements made. In light of these risks, uncertainties and assumptions, the future events discussed in this Current Report on Form 8‑K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward‑looking statements. 

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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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