MARIN SOFTWARE INC DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (FORM 10-Q)

MARIN SOFTWARE INC DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (FORM 10-Q)

The next dialogue and evaluation of our monetary situation, outcomes of
operations and money flows needs to be learn along side the (1) unaudited
condensed consolidated monetary statements and the associated notes thereto
included elsewhere on this Quarterly Report on Kind 10-Q for the quarter ended
September 30, 2022, and (2) the audited consolidated monetary statements and
notes thereto and administration's dialogue and evaluation of monetary situation
and outcomes of operations for the fiscal yr ended December 31, 2021, included
in our Annual Report on Kind 10-Ok for the fiscal yr ended December 31, 2021,
filed with the Securities and Trade Fee (the "SEC"), on February 24,
2022. This Quarterly Report on Kind 10-Q comprises "forward-looking statements"
inside the which means of Part 21E of the Securities Trade Act of 1934, as
amended, or the Trade Act. These statements are sometimes recognized by the use
of phrases comparable to "imagine," "could," "probably," "will," "estimate,"
"proceed," "anticipate," "intend," "may," "ought to," "would," "undertaking,"
"plan," "predict," "anticipate," "search" and related expressions or variations. Such
forward-looking statements are topic to dangers, uncertainties and different elements
that might trigger precise outcomes and the timing of sure occasions to vary
materially from future outcomes expressed or implied by such forward-looking
statements. Elements that might trigger or contribute to such variations embody,
however should not restricted to, these recognized herein, and people mentioned within the
part titled "Threat Elements", set forth in Half II, Merchandise 1A of this Kind 10-Q.
Besides as required by regulation, we disclaim any obligation to replace any
forward-looking statements to replicate occasions or circumstances after the date of
such statements

Overview

We're a number one supplier of digital advertising options for search, social, and
eCommerce promoting channels, supplied as a unified software-as-a-service, or
SaaS, promoting administration platform for performance-driven advertisers and
businesses. Our platform is an analytics, workflow and optimization answer for
advertising professionals, enabling them to maximise the efficiency of their
digital promoting spend. We market and promote our options to advertisers
instantly and thru main promoting businesses, and our clients
collectively handle billions of {dollars} in promoting spend on our platform
globally throughout a variety of industries. We imagine this makes us one of many
largest suppliers of unbiased promoting cloud options. Our software program
answer is designed to assist our clients:

measure the effectiveness of their promoting campaigns by means of our proprietary reporting and analytics capabilities;

handle and execute campaigns by means of our intuitive person interface and underlying
know-how that streamlines and automates key features, comparable to commercial
creation and bidding, throughout a number of publishers and channels; and

Optimize campaigns throughout a number of publishers and channels based mostly on market and enterprise knowledge to realize desired income outcomes with predictive bid administration know-how.

Our present product lineup consists of MarinOne and our classic merchandise, Marin Search and Marin Social. We’ve migrated all of our clients to make use of MarinOne as their major login expertise.

MarinOne. Our next-generation answer brings search, social and eCommerce
promoting right into a single-platform that helps advertisers maximize a buyer
journey that spans Google, Fb, Twitter and Amazon by combining the facility
of Marin Search and Marin Social with new channels like LinkedIn, Tik Tok, Apple
Search Adverts, Instacart, Criteo and YouTube.

Marine search. Our unique answer for main advertisers and businesses. Marin Search is designed to supply search advertisers with the facility, scale and suppleness required to handle large-scale promoting campaigns.

Social Marin. It helps advertisers handle advert spend on Fb, Instagram and Twitter at scale.

Advertisers use our platform to create, goal and convert exact audiences
based mostly on current shopping for alerts from customers' search, social and eCommerce
interactions. Our platform is built-in with main publishers comparable to Amazon,
Apple, Baidu, Bing, Criteo, Fb, Google, Instacart, Instagram, Pinterest,
Tik Tok, Twitter, Yahoo!, Yahoo! Japan and Yandex. Moreover, we have now
integrations with dozens of main internet analytics and advertisement-serving
options and key enterprise functions, enabling our clients to extra
precisely measure the return on funding of their advertising packages.

Our software program platform serves as an integration level for promoting
efficiency, gross sales and income knowledge, permitting advertisers to attach the dots
between promoting spend and income outcomes. By an intuitive interface,
we allow our clients to concurrently run large-scale digital promoting
campaigns throughout a number of publishers and channels, making it simple for entrepreneurs
to create, publish, modify and optimize campaigns.

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Our predictive bid administration and optimization know-how additionally permits
advertisers to forecast outcomes and optimize campaigns throughout a number of
publishers and channels to realize their enterprise objectives. Our optimization
know-how may also help advertisers improve commercial spend on these campaigns,
publishers and channels which can be performing nicely whereas lowering funding in
these that aren't. This class of options, which we check with as
cross-channel bid and marketing campaign optimization, helps companies intelligently and
effectively measure, handle, and optimize their digital promoting spend to
obtain desired enterprise outcomes.

The COVID-19 pandemic has had, and any lingering or renewed results of the
pandemic could proceed to have, an adversarial influence on a lot of our clients and
their companies and their spending on digital promoting, which has had an
adversarial influence on our historic outcomes of operations and should proceed to
have an effect on our future outcomes of operations. Presently, the extent to which any
lingering or renewed results of the COVID-19 pandemic could influence our monetary
situation or outcomes of operations is unsure. Moreover, normal
macroeconomic situations comparable to inflation or the extent and period of any
recession could have an effect on our monetary situation or outcomes of
operations.

For the reason that begin of the COVID-19 pandemic in March 2020, most of our staff
haven't been capable of work from our places of work and have been working from dwelling. In
addition, the lease for our largest workplace, in San Francisco, California,
expired in July 2022, and we anticipate that almost all of our staff will proceed to
make money working from home for the foreseeable future.

Underneath the provisions of the extension of the Coronavirus Support, Aid, and
Financial Safety Act (the "CARES Act") handed by the United States Congress and
signed by the President, we had been eligible for a refundable worker retention
credit score topic to sure standards. We acknowledged an worker retention credit score
of $0.5 million and $1.6 million through the three and 9 months ended
September 30, 2021, respectively, which was recorded in price of revenues and
working bills.

Operations Outcomes Elements

Revenues

We generate revenues principally from subscription contracts below which we
present advertisers with entry to our search, social and eCommerce promoting
administration platform, both instantly or by means of the advertiser's relationship
with an company with whom we have now a contract. Our subscription contracts are
typically one yr or much less in size. Underneath subscription contracts with most of
our direct advertisers and a few unbiased businesses, we typically cost charges
based mostly on the quantity of promoting spend that these clients handle by means of our
platform or a contractual minimal month-to-month platform charge, whichever is bigger.
Sure of those clients are charged solely a set month-to-month platform charge. Most
of our subscription contracts with our community company clients don't embody a
dedicated minimal month-to-month platform charge, and we cost charges based mostly upon the quantity
of promoting spend that these clients handle by means of our platform. As a consequence of
the character of the platform and the providers carried out below the subscription
agreements, revenues are sometimes acknowledged within the quantity billable to the
advertiser.

Our long-term strategic agreements have traditionally included multiple-year
phrases and are invoiced quarterly. Our largest settlement, with Google, was
entered into in September 2021 with an efficient date of October 1, 2021 (the
"New Google Income Share Settlement") for a three-year time period persevering with till
September 30, 2024. Underneath this New Google Income Share Settlement, we're
eligible to obtain fastened and variable income share funds based mostly on a
proportion of the search promoting spend that's managed by means of our platform.
Our different long-term strategic agreements are typically variable in nature, based mostly
on a proportion of related search promoting spend that runs by means of our
know-how platform.


Nearly all of our revenues are derived from advertisers based mostly in the United
States. Advertisers from exterior of the USA represented 19% and 22% of
whole revenues for the three months ended September 30, 2022 and 2021,
respectively, and 21% and 23% for the 9 months ended September 30, 2022 and
2021, respectively. The New Google Income Share Settlement accounted for
roughly 36% of our whole revenues for the three and 9 months ended
September 30, 2022. The unique Google income share settlement that we entered
into with Google in 2018 accounted for roughly 37% of our whole revenues
for every of the three and 9 months ended September 30, 2021. Confer with our
Annual Report on Kind 10-Ok for the fiscal yr 2021 for particulars of the unique
Google income share settlement.

See word 2 of the accompanying condensed consolidated monetary statements for additional dialogue of income recognition concerns.

income price

Price of revenues primarily consists of personnel prices, consisting of salaries,
advantages, bonuses and stock-based compensation expense for workers related
with our cloud infrastructure and world providers for implementation and ongoing
customer support. Different prices of revenues embody charges paid to contractors who
complement our assist and knowledge middle personnel, bills associated to
third-party knowledge facilities,

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depreciation of knowledge middle tools, amortization of internally developed
software program and allotted overhead. Incremental price of revenues related to
our long-term strategic agreements, together with our largest settlement with Google,
are typically not important.

Gross sales and advertising

Gross sales and advertising bills consist primarily of personnel prices, together with
salaries, advantages, stock-based compensation expense and bonuses, in addition to
gross sales commissions and different prices together with journey and leisure, advertising
and promotional occasions, lead era actions, public relations, advertising
actions, skilled charges and allotted overhead. All of those prices are
expensed as incurred, besides gross sales commissions and the associated payroll taxes,
that are capitalized and amortized over the anticipated interval of profit in
accordance with the related authoritative accounting steerage. Our fee
plans present that fee funds to our gross sales representatives are paid
based mostly on the important thing elements of the relevant buyer contract, together with the
minimal or fastened month-to-month platform charge through the preliminary contract time period.

analysis and improvement

Analysis and improvement bills consist primarily of personnel prices for our
product improvement and engineering staff and executives, together with
salaries, advantages, stock-based compensation expense and bonuses. Additionally included
are non-personnel prices comparable to skilled charges payable to third-party
improvement assets, and allotted overhead.

Our analysis and improvement efforts deal with enhancing our software program structure, including new options and performance to our platform and enhancing the effectivity with which we offer these providers to our clients, together with the continued improvement of MarinOne.

normal and administrative

Basic and administrative bills consist primarily of personnel prices,
together with salaries, advantages, stock-based compensation expense and bonuses for
our administrative, authorized, human assets, finance and accounting staff and
executives. Additionally included are non-personnel prices, comparable to audit charges, tax
providers and authorized charges, in addition to skilled charges, insurance coverage and different
company bills, together with allotted overhead.

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                             Outcomes of Operations

The next desk is a abstract of our unaudited condensed consolidated
statements of operations for the required durations and outcomes of operations as
a proportion of our revenues for these durations. The period-to-period comparisons
of outcomes should not essentially indicative of outcomes for future durations.
Share of revenues figures are rounded and due to this fact could not subtotal
precisely.

                                                     Three Months Ended September 30,                                                  9 Months Ended September 30,
                                              2022                                     2021                                     2022                                     2021
                                                        % of                                     % of                                     % of                                     % of
                                    Quantity            Revenues               Quantity            Revenues               Quantity            Revenues               Quantity            Revenues
                                                                                                    ({dollars} in hundreds)
Revenues, internet                  $           4,977               100 %    $           6,155               100 %    $          14,858               100 %    $          18,557               100 %
Price of revenues                           3,181                64                  3,175                52                  9,712                65                  9,591                52
Gross revenue                               1,796                36                  2,980                48                  5,146                35                  8,966                48
Working bills
Gross sales and advertising                        1,660                33                  1,266                21                  5,035                34                  3,780                20
Analysis and improvement                   3,034                61                  2,677                43                  8,931                60                  7,743                42
Basic and administrative                 2,923                59                  2,312                38                  7,937                53                  6,176                33
Complete working bills                   7,617               153                  6,255               102                 21,903               147                 17,699                95
Loss from operations                     (5,821)             (117)                (3,275)              (53)               (16,757)             (113)                (8,733)              (47)
Different earnings, internet                            190                 4                    298                 5                  3,889                26                    846                 5
Loss earlier than earnings taxes                 (5,631)             (113)                (2,977)              (48)               (12,868)              (86)                (7,887)              (42)
Provision for (profit from)
earnings taxes                                 105                 2                    153                 2                    241                 2                   (44)                 -
Web loss                       $         (5,736)             (115) %    $         (3,130)              (51) %    $        (13,109)              (88) %    $         (7,843)              (42) %








   Comparability of the Three and 9 Months Ended September 30, 2022 and 2021

Revenues, internet

                 Three Months Ended September
                              30,                            Change                 9 Months Ended September 30,                  Change
                  2022                  2021             $            %               2022                    2021               $            %
                                                                      ({dollars} in hundreds)
Revenues, internet   $   4,977             $   6,155       $ (1,178 )       (19 ) %   $       14,858          $       18,557       $ (3,699 )       (20 ) %



Revenues, internet, for the three and 9 months ended September 30, 2022 decreased
$1.2 million and $3.7 million, respectively, or 19% and 20%, respectively, as
in comparison with the corresponding durations in 2021. The decreases had been as a result of
buyer turnover that was not totally offset by new buyer bookings in addition to
decrease income below our New Google Income Share Settlement as described in Observe
2 to the consolidated monetary statements. Income from the New Google Income
Share Settlement was roughly $0.5 million and $1.5 million decrease for the
three and 9 months ended September 30, 2022, respectively, as in comparison with
income below our unique Google income share settlement for the three and 9
months ended September 30, 2021, respectively. Revenues, internet from our clients
situated in the USA represented 81% and 78% of whole revenues, internet for
the three months ended September 30, 2022 and 2021, respectively, and
represented 79% and 77% of whole revenues, internet for the 9 months ended
September 30, 2022 and 2021, respectively. Revenues, internet from Google Income
Share Agreements accounted for 36% and 37% of whole revenues, internet for the three
months ended September 30, 2022 and 2021, respectively, and 36% and 37% of whole
revenues, internet for the 9 months ended September 30, 2022 and 2021,
respectively.

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Price of income and gross margin

               Three Months Ended September
                            30,                            Change              9 Months Ended September 30,              Change
                2022                  2021             $            %            2022                  2021             $            %
                                                                  ({dollars} in hundreds)
Price of
revenues      $   3,181             $   3,175       $      6           0   %   $   9,712             $   9,591       $    121           1   %
Gross
revenue            1,796                 2,980         (1,184 )       (40 )         5,146                 8,966         (3,820 )       (43 )
Gross
revenue
proportion           36     %              48   %                                     35     %              48   %


Price of revenues for every of the three and 9 months ended September 30, 2022
elevated lower than $0.1 million and $0.1 million, respectively, as in comparison with
the corresponding durations in 2021. The will increase had been primarily as a result of larger
personnel prices of $0.5 million and $1.1 million for the three and 9 months
ended September 30, 2022, respectively, ensuing from a rise within the quantity
of full-time personnel and the absence of the advantages within the 2022 durations of
the CARES Act worker retention credit that we realized within the corresponding
2021 durations. This improve was partially offset by a lower in amortization
of $0.2 million and $0.4 million for the three and 9 months ended September
30, 2022, respectively, a lower in amenities prices of $0.2 million and $0.3
million through the three and 9 months ended September 30, 2022, respectively,
and a lower in internet hosting prices of $0.1 million and $0.3 million through the
three and 9 months ended September 30, 2022, respectively, as a result of a decline
within the utilization of our hosted platform from the corresponding durations in 2021.

Our gross margin decreased to 36% and 35% for the three and 9 months ended
September 30, 2022, respectively, as in comparison with 48% for every of the
corresponding durations in 2021. This was primarily because of the decrease income below
the New Google Income Share Settlement as in comparison with 2021.

Gross sales and advertising

               Three Months Ended September
                            30,                           Change             9 Months Ended September 30,             Change
                2022                  2021            $           %            2022                  2021             $           %
                                                                 ({dollars} in hundreds)
Gross sales and
advertising     $   1,660             $   1,266       $  394          31   %   $   5,035             $   3,780       $ 1,255          33   %
P.c of
revenues,
internet                  33     %              21   %                                   34     %              20   %




Gross sales and advertising bills for the three and 9 months ended September 30,
2022 elevated $0.4 million and $1.3 million, respectively, or 31% and 33%,
respectively, as in comparison with the corresponding durations in 2021. The will increase
had been primarily as a result of larger personnel-related prices of $0.2 million and $0.9
million for the three and 9 months ended September 30, 2022, respectively,
as a result of larger world gross sales assist and advertising headcount, larger stock-based
compensation expense and the absence of the advantages within the 2022 durations of the
CARES Act worker retention credit that we realized within the corresponding 2021
durations. There was additionally a rise in advertising bills of $0.2 million and
$0.5 million for the three and 9 months ended September 30, 2022,
respectively, as a result of investments in promoting.

analysis and improvement

               Three Months Ended September
                            30,                           Change             9 Months Ended September 30,             Change
                2022                  2021            $           %            2022                  2021             $           %
                                                                 ({dollars} in hundreds)
Analysis
and
improvement   $   3,034             $   2,677       $  357          13   %   $   8,931             $   7,743       $ 1,188          15   %
P.c of
revenues,
internet                  61     %              43   %                                   60     %              42   %




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Analysis and improvement bills for the three and 9 months ended September
30, 2022 elevated $0.4 million and $1.2 million, respectively, or 13% and 15%,
respectively, as in comparison with the corresponding durations in 2021. The will increase
had been primarily as a result of larger personnel-related prices of $0.5 million and $1.8
million for the three and 9 months ended September 30, 2022, respectively,
ensuing from larger stock-based compensation expense, elevated headcount, and
the absence of the advantages within the 2022 durations of the CARES Act worker
retention credit that we realized within the corresponding 2021 durations. The
improve was additionally attributable to larger restructuring prices {and professional}
charges of $0.2 million and $0.4 million for the three and 9 months ended
September 30, 2022, respectively. These will increase had been partially offset by decrease
amenities and data know-how prices of $0.2 million and $0.5 million for
the three and 9 months ended September 30, 2022, respectively, and better
capitalization of internally developed software program prices of $0.1 million and $0.3
million for the three and 9 months ended September 30, 2022, respectively.




Basic and Administrative
                  Three Months Ended September
                               30,                           Change             9 Months Ended September 30,             Change
                   2022                  2021            $           %            2022                  2021             $           %
                                                                    ({dollars} in hundreds)
Basic and
administrative   $   2,923             $   2,312       $  611          26   %   $   7,937             $   6,176       $ 1,761          29   %
P.c of
revenues, internet           59     %              38   %                                   53     %              33   %



Basic and administrative bills for the three and 9 months ended
September 30, 2022 elevated $0.6 million and $1.8 million, respectively, or 26%
and 29%, respectively, as in comparison with the corresponding durations in 2021. This
was primarily as a result of larger personnel prices of $0.3 million and $1.1 million for
the three and 9 months ended September 30, 2022, respectively, from larger
stock-based compensation prices and the absence of the advantages within the 2022
durations of the CARES Act worker retention credit realized within the
corresponding 2021 durations. Moreover, skilled charges elevated $0.2
million and $0.4 million within the three and 9 months ended September 30, 2022,
respectively, primarily as a result of authorized charges incurred in responding to third-party
subpoenas that we have now obtained associated to governmental investigations of Google
and Fb.




Different Earnings, Web

                 Three Months Ended September 30,                 Change              9 Months Ended September 30,               Change
                  2022                      2021              $           %            2022                    2021              $           %
                                                                      ({dollars} in hundreds)
Different
earnings, internet   $         190             $         298       $ (108 )       (36 ) %   $   3,889             $        846       $ 3,043         360   %



Different earnings, internet, primarily consists of sublease earnings in addition to international
foreign money transaction beneficial properties and losses and curiosity earnings and expense. The
improve within the 9 months ended September 30, 2022 was because of the achieve of $3.1
million from Paycheck Safety Program ("PPP") mortgage forgiveness acknowledged
through the interval. We earned sublease earnings of $45 thousand and $0.3 million in
the three months ended September 30, 2022 and 2021, respectively, and earned
sublease earnings of $0.6 million and $0.8 million the 9 months ended September
30, 2022 and 2021, respectively. Overseas foreign money transaction beneficial properties and losses
and curiosity earnings and expense weren't materials for the three or 9 months
ended September 30, 2022 and 2021.

Earnings tax provision

                 Three Months Ended September 30,                 Change                 9 Months Ended September 30,                 Change
                  2022                      2021              $           %              2022                      2021              $           %
                                                                        ({dollars} in hundreds)
Provision
for
(profit
from)
earnings
taxes         $         105             $         153       $  (48 )       (31 ) %   $         241             $         (44 )     $  285        (648 ) %




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The earnings tax provision for the three and 9 months has expired September 30, 2022
Primarily due to appraisal allocations in United State and taxable earnings generated by sure international subsidiaries wholly owned by us.

                        Liquidity and Capital Sources

Since our incorporation in March 2006, we have now relied totally on gross sales of our
capital inventory to fund our working actions. From incorporation till our
preliminary public providing ("IPO") we raised $105.7 million, internet of associated
issuance prices, in funding by means of personal placements of our most well-liked inventory. In
March and April 2013, we raised internet proceeds of $109.3 million in our IPO. From
March 2019 by means of August 2021, we raised whole internet proceeds of $50.8 million
from at-the-market providing packages administered by JMP Securities and in 2020
we obtained proceeds of $3.3 million from a mortgage by means of the PPP, of which $3.1
million was forgiven. Every so often, we have now additionally utilized tools traces
and entered into finance lease preparations to fund capital purchases. As of
September 30, 2022, our principal supply of liquidity was our unrestricted money
and money equivalents of $31.5 million. Our major working money necessities
embody the fee of compensation and associated bills, in addition to prices for
our amenities and data know-how infrastructure.

We preserve money balances in our international subsidiaries. As of September 30, 2022,
we had $31.5 million of unrestricted money and money equivalents in combination, of
which $0.6 million was held by our international subsidiaries. If funds held by our
international subsidiaries had been wanted for our U.S. operations, we'd be required
to accrue U.S. tax liabilities related to the repatriation of those funds.
Nonetheless, given the quantity of our internet working loss carryovers in the United
States, such repatriation will most certainly not end in materials U.S. money tax
funds inside the subsequent yr. Moreover, we don't imagine that international
withholding taxes related to repatriating these funds can be materials.

We maintained a $0.2 million irrevocable letter of credit score to safe the
non-cancelable lease for our company headquarters in San Francisco which is
mirrored as restricted money on the consolidated steadiness sheets of the
accompanying condensed consolidated monetary statements. The San Francisco
lease expired in July 2022 and the money restriction was launched on October 26,
2022.

On March 14, 2019, we filed a shelf registration assertion on Kind S-3 with the
SEC, which was declared efficient by the SEC on Might 10, 2019, below which we
may provide our widespread inventory, most well-liked inventory, debt securities, warrants,
subscription rights and models having an combination providing worth of as much as $50.0
million. As a part of the shelf registration assertion, we entered into an fairness
distribution settlement with JMP Securities LLC below which we may provide and
promote shares of our widespread inventory having an combination providing worth of as much as
$13.0 million by means of an at-the-market providing program administered by JMP
Securities. JMP Securities was entitled to compensation of as much as 5.0% of the
gross proceeds from gross sales of our widespread inventory pursuant to the fairness
distribution settlement. For the yr ended December 31, 2020, we bought 2.7
million shares of our widespread inventory below this fairness distribution settlement, and
obtained proceeds of $7.5 million, internet of providing prices of $0.5 million, at a
weighted common gross sales worth of $2.92 per share. Throughout February 2021 we bought an
extra 1.2 million shares of our widespread inventory below this fairness distribution
settlement and obtained proceeds of $3.0 million, internet of providing prices of $0.2
million, at a weighted common gross sales worth of $2.68 per share. There are
at the moment no extra quantities out there to be bought below this fairness
distribution settlement.

On July 15, 2021, we entered into a brand new fairness distribution settlement with JMP
Securities below which we may promote shares of our widespread inventory as much as an
combination product sales worth of $40.0 million by means of a brand new at-the-market
securities providing program. In July 2021, we bought 4.3 million shares of our
widespread inventory below this July 2021 fairness distribution settlement and obtained
proceeds of $38.8 million, internet of providing prices of $1.2 million, at a weighted
common gross sales worth of $9.27 per share, which exhausted all securities out there
on the market below this July 2021 fairness distribution settlement. We intend to make use of
the web proceeds from the sale of securities below the fairness distribution
agreements primarily for working capital and normal company functions.


On August 3, 2021, we filed a brand new shelf registration assertion on Kind S-3 with
the SEC, which was declared efficient by the SEC on August 19, 2021 and offers
that we could provide our widespread inventory, most well-liked inventory, debt securities, warrants,
subscription rights and models having an combination providing worth of as much as $100.0
million. As a part of this new 2021 registration assertion, we entered right into a
third fairness distribution settlement with JMP Securities and established a brand new
$50.0 million "at-the-market" securities providing facility, pursuant to which we
could possibly challenge and promote shares of our widespread inventory. We've not but bought
any shares below this August 2021 fairness distribution settlement and no
assurances might be supplied as to if or when me could possibly promote any shares or
the phrases of any such gross sales. In accordance with the SEC's Instruction I.B.6 of
Registration Assertion on Kind S-3, we adjusted the utmost combination market
worth of the securities that could be bought pursuant to this present
"at-the-market" securities providing facility from $50.0 million to roughly
$22.8 million based mostly on our estimated market capitalization on the date we filed
our Annual Report on Kind 10-Ok for the yr ended December 31, 2021 till such
time, if in any respect, once we are required to make any additional changes to the
most combination providing measurement or we grow to be eligible to conduct such providing
in accordance with Instruction I.B.1 of the Registration Assertion on Kind S-3.

In Might 2020, we entered right into a mortgage settlement with a lender for the mortgage in an
combination principal quantity of $3.3 million (the "Mortgage") pursuant to the PPP
below the CARES Act. We obtained the Mortgage proceeds on Might 12, 2020. An combination
principal quantity of $3.1 million of

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The mortgage was forgiven in January 2022 We paid the remaining steadiness due 0.2 million {dollars} in February 2022. See word 4 to the accompanying consolidated monetary statements for additional dialogue of this mortgage.

We've incurred important losses in every fiscal yr since our incorporation
in 2006, and we anticipate to proceed to incur losses and detrimental money flows in
the long run.

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