Marin Software Incorporated : Material Definitive Agreement (Form 8-K)

Entry into a Material Definitive Agreement.

On July 15, 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 sales agent or principal, shares of the Company's common stock, $0.001 par value, having an aggregate gross sales price of up to $40,000,000 (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 sales 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 Shares will be offered and sold pursuant to the Company's currently effective shelf registration statement on Form S-3 (File No. 333-230275) (the 'Prior Registration Statement'), which was filed with the Securities and Exchange Commission (the 'SEC') on March 14, 2019, and an additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the '462(b) Registration Statement' and together with the Prior Registration Statement, the 'Registration Statement'), filed with the SEC on July 15, 2021. The Company also intends to file a prospectus supplement with the SEC in connection with the offer and sale of the Shares.

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 3.00% 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.

In connection with the Offering, the legal opinion of Fenwick & West LLP as to the legality of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Equity Distribution Agreement, dated July 15, 2021, by and between Marin Software Incorporated and JMP Securities LLC.
5.1		Opinion of Fenwick & West LLP.
23.1		Consent of Fenwick & West LLP (included within the opinion filed as Exhibit 5.1).