Operations continue with no impact to its customers

Positions the Company to execute its transformation strategy, focused on investment to take the Company into the AI age

Enters comprehensive agreement with strategic investor to repay known creditors, provide a distribution to stockholders and bolster financial flexibility

Expects reorganization plan to be confirmed in approximately 60 days

SAN FRANCISCO, July 10, 2025–(BUSINESS WIRE)–Marin Software Incorporated (“Marin,” or the “Company”), announced today that it will implement a proposed financial reorganization transaction (the “Transaction”) that is expected to bolster its financial position, better serve its customers around the world and effectively position the Company for long-term success in the AI age.

Marin remains fully operational during the reorganization process and expects there will be no impact to its installed customer base or the innovative platforms the customers rely on to support and optimize their advertising spend.

The Transaction is between Marin and Kaxxa Holdings, Inc. (“Kaxxa”), a strategic investor. Upon consummation of the restructuring, Kaxxa will provide $5.5 million in funding to the Company to allow it to pay off all known creditors in full and provide a distribution to stockholders. To effectuate the Transaction, Marin has voluntarily initiated a “pre-negotiated” chapter 11 case in the United States Bankruptcy Court for the District of Delaware (the “Court”). The Company expects to move through this process swiftly, with the goal of emerging from the court-supervised reorganization process in approximately 60 days.

“For over 15 years, Marin has empowered its customers to optimize and automate their pay-per-click (PPC) programs across ad platforms, enabling them to maximize the return on their performance marketing investment with AI-driven budget allocation and insights through its selection of products, including Marin Connect, Marin Ascend, and Marin One,” said Chris Lien, CEO of Marin. “As the conversation increasingly shifts to AI we are pleased to be able to position ourselves for success into the future.”

Marin’s noticing agent, Donlin Recano, has launched a dedicated web page for its stakeholders to get more information about the court-supervised restructuring process at https://www.donlinrecano.com/Clients/mrin/Dockets.

Additional Information about the Court-Supervised Process

The Company has filed and received approval of a series of customary motions with the Court that will allow it to maintain its business as usual and operate in the ordinary course, including financing of up to $1.2 million from YYYYY, LLC (“5Y”), $500,000 of which is to be provided on an interim basis, to enable the Company to meet its commitments to employees, and make timely payments to vendors. As a result, the Company expects to have the financial liquidity to execute these proceedings and continue business in the ordinary course. Upon closing the Transaction, which remains subject to approval by the Court, the Company anticipates full recoveries to all of its known creditors and providing a distribution to stockholders in return for the cancellation and retirement of all existing equity, with Kaxxa and potentially 5Y acquiring 100% of the new equity of the reorganized company. The Company will continue to enable customers to analyze, create, and optimize their marketing strategy and manage their digital advertising spend effectively during this process.