Item 1.01. Entry into a Material Definitive Agreement.

On August 2, 2021, Marin Software Incorporated (the "Company") entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with JMP Securities LLC (the "Placement Agent"), pursuant to which the Company may offer and sell from time to time, through or to the Placement Agent, as agent or principal, shares of the Company's common stock, $0.001 par value, having an aggregate gross sales price of up to $50,000,000 (the "Shares"), in such share amounts as the Company may specify by notice to the Placement Agent, in accordance with the terms and conditions set forth in the Equity Distribution Agreement (the "Offering").

Sales, if any, of the Shares pursuant to the Equity Distribution Agreement may be made in any transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). Under the Equity Distribution Agreement, the Company will set the parameters for the sale of Shares, including the time period during which sales are requested to be made, the maximum number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made, and any other sales parameters as the Company deems appropriate. The Company is not obligated to sell any Shares under the Equity Distribution Agreement.

Under the terms of the Equity Distribution Agreement, the Company may also sell Shares to the Placement Agent, as principal for its own account, pursuant to the Equity Distribution Agreement, except as otherwise agreed by the Placement Agent and the Company.

The Company filed a shelf registration statement on Form S-3 (File No. 333-258390) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") on August 2, 2021. Until the SEC declares the Registration Statement effective, no Shares will be offered and sold pursuant to the Registration Statement. The Company also filed a prospectus included within the Registration Statement, in connection with the offer and sale of the Shares following the effectiveness of the Registration Statement.

The Equity Distribution Agreement may be terminated at any time by the Company upon written notice to the Placement Agent for any reason, or by the Placement Agent upon written notice to the Company for any reason.

The Equity Distribution Agreement contains customary representations, warranties and agreements by the Company, and indemnification rights and obligations of the parties. The Equity Distribution Agreement provides that the Placement Agent will be entitled to compensation for its services of 3.0% of the gross sales price per share from each sale of the Shares. Under the terms of the Equity Distribution Agreement, the Company has agreed to indemnify the Placement Agent against certain specified types of liabilities, including liabilities under the Securities Act, to contribute to payments the Placement Agent may be required to make in respect of these liabilities, and to reimburse the Placement Agent for certain expenses.

The Company intends to use the net proceeds from the sale, if any, of the Shares primarily to fund research and development of its technology and for working capital and general corporate purposes.

The above summary of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Equity Distribution Agreement, a copy which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

1.1           Equity Distribution Agreement, dated August 2, 2021, by and between
            Marin Software Incorporated and JMP Securities LLC (Filed as Exhibit
            1.2 to Marin Software Incorporated's Registration Statement on Form
            S-3 filed with the SEC on August 2, 2021, and incorporated herein by
            reference).

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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