1、2025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm1/75 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-KAnnual Report pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934For the fiscal year ended December
2、31,2023ORTransition report pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934Commission File Number:001-35838Marin Software Incorporated(Exact name of registrant as specified in its charter)Delaware 20-4647180(State or other jurisdiction ofincorporation or organization)(I.R.S.Empl
3、oyerIdentification No.)149 New Montgomery Street,4th FloorSan Francisco,California,94105(Address of principal executive offices)(415)399-2580(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each ex
4、change on which registeredCommon stock,par value$0.001 per shareMRINThe Nasdaq Capital Market Securities registered pursuant to section 12(g)of the Act:Not applicableIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate
5、by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(
6、or for such shorter period that the Registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
7、 Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the Registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smalle
8、r reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Em
9、erging 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.Indicate by check mark whether
10、 the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If
11、 securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections a
12、re restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Y
13、es No Based on the closing price of the registrants Common Stock on The Nasdaq Global Market of$0.59 on the last business day of the registrants most recently completed second fiscal quarter,which was June 30,2023,the aggregate market value of its shares held by non-affiliates was approximately$9.1
14、million.Shares of the registrants Common Stock held by each executive officer and director were excluded in that such persons may be deemed to be affiliates.This determination of affiliate status is not necessarily a conclusive determination for other purposes.2025/1/3 17:0910-Khttps:/www.sec.gov/Ar
15、chives/edgar/data/1389002/000095017024019131/mrin-20231231.htm2/75As of February 15,2024,there were approximately 18,067,139 shares of the registrants Common Stock outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the Registrants definitive proxy statement for its 2024 Annual Meeting of Sto
16、ckholders(“Proxy Statement”),to be filed within 120 days of the Registrants year ended December 31,2023,are incorporated by reference in Part III of this Annual Report on Form 10-K.Except with respect to information specifically incorporated by reference in this Form 10-K,the Proxy Statement is not
17、deemed to be filed as part of this Annual Report on Form 10-K.2025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm3/75Table of ContentsMARIN SOFTWARE INCORPORATEDTABLE OF CONTENTS PagePART I.4Item 1.Business 4Item 1A.Risk Factors 8Item 1B.Unresolved S
18、taff Comments 31Item 1C.Cybersecurity 31Item 2.Properties 32Item 3.Legal Proceedings 32Item 4.Mine Safety Disclosures 32PART II.33Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities 33Item 6.Reserved 33Item 7.Managements Discussion and An
19、alysis of Financial Condition and Results of Operations 34Item 7A.Quantitative and Qualitative Disclosures About Market Risk 44Item 8.Financial Statements and Supplementary Data 45Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 45Item 9A.Controls and Proce
20、dures 45Item 9B.Other Information 47Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 47PART III.48Item 10.Directors,Executive Officers and Corporate Governance 48Item 11.Executive Compensation 48Item 12.Security Ownership of Certain Beneficial Owners and Management and Rel
21、ated Stockholder Matters 48Item 13.Certain Relationships and Related Transactions,and Director Independence 48Item 14.Principal Accountant Fees and Services 48PART IV.49Item 15.Exhibits and Financial Statement Schedules 49Item 16.Form 10-K Summary 50Signatures 72 22025/1/3 17:0910-Khttps:/www.sec.go
22、v/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm4/75Table of ContentsFORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K,including the“Managements Discussion and Analysis of Financial Condition and Results of Operations,”contains forward-looking statements regarding future ev
23、ents and our future results,including,among other things,statements regarding our business,the capabilities of our technology platform and upgrades to the platform,product capabilities and their benefits for our customers,and expectations as to our future financial operating results and financial co
24、ndition,that are subject to the safe harbors created under the Securities Act of 1933,as amended,and the Securities Exchange Act of 1934,as amended.All statements contained in this Annual Report on Form 10-K other than statements of historical fact,including statements regarding our future results o
25、f operations and financial position,our business strategy and plans,and our objectives for future operations,are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.The words“believe,”“may,”“potentially,”“will,”“estimate,”“continue,”“anticipate,”“int
26、end,”“could,”“should,”“would,”“project,”“plan,”“predict,”“expect,”“seek,”“likely,”and similar expressions are intended to identify forward-looking statements.We have based these forward-looking statements largely on our current expectations,estimates and projections about future events and trends th
27、at we believe may affect our financial condition,results of operations,business strategy,short-term and long-term business operations and objectives,and financial needs.These statements reflect our beliefs and certain assumptions based upon information available to us at the time we file this Annual
28、 Report on Form 10-K or the time of the documents incorporated by reference.Such forward-looking statements are only predictions,which may differ materially from actual results or future events.Although we believe that our expectations,estimates and projections reflected in the forward-looking state
29、ments are reasonable,we cannot be sure that they will be achieved.These forward-looking statements are subject to a number of risks,uncertainties and assumptions,including those described in the“Risk Factors”section.Moreover,we operate in a very competitive and rapidly changing environment.New risks
30、 emerge from time to time,including the economic risk of continuing inflation or the extent and duration of any recession.It is not possible for our management to predict all risks,nor can we assess the impact of all factors on our business or the extent to which any factor,or combination of factors
31、,may cause actual results to differ materially from those contained in any forward-looking statements we may make.In light of these risks,uncertainties and assumptions,the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from th
32、ose anticipated or implied in the forward-looking statements.We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements,except as required by law.Given these risks and uncertainties,readers are cautioned not to place undue reliance on suc
33、h forward-looking statements.As used in this report,the terms“Marin,”“Marin Software,”“Registrant,”“we,”“us,”“our,”and the“Company”mean Marin Software Incorporated and its subsidiaries unless the context indicates otherwise.References to“fiscal 2023”and“fiscal 2022”and 2023 and 2022 refer to the yea
34、r ended December 31,2023 and the year ended December 31,2022,respectively.32025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm5/75Table of ContentsPART IITEM 1.BUSINESSWe are a leading provider of digital marketing software for search,social,and eCom
35、merce advertising channels,offered as a unified software-as-a-service(SaaS)advertising management platform for performance-driven advertisers and agencies.Our platform is an analytics,workflow,and optimization solution for marketing professionals,allowing them to manage their digital advertising spe
36、nd effectively.We market and sell our solutions to advertisers directly and through leading advertising agencies.Our customers collectively manage billions of dollars in advertising spend on our platform globally across industries.We believe this makes us one of the largest independent advertising c
37、loud solutions providers.Our software solution helps our customers:measure the effectiveness of their advertising campaigns through our proprietary reporting and analytics capabilities;manage and execute campaigns through our intuitive user interface and underlying technology that streamlines and au
38、tomates vital functions,such as advertisement creation and bidding,across multiple publishers and channels;andoptimize campaigns across multiple publishers and channels based on market and business data to achieve desired revenue outcomes using our predictive bid management technology.Advertisers us
39、e our platform to create,target,and convert precise audiences based on recent buying signals from users search,social,and eCommerce interactions.Our platform integrates with leading publishers such as Amazon,Apple,Baidu,Bing,Criteo,Facebook(Meta Platforms,Inc.or Meta),Google,Instacart,Instagram,Link
40、edIn,Pinterest,TikTok,Twitter,Walmart,Yahoo!,Yahoo!Japan and Yandex.Additionally,we have integrations with dozens of leading web analytics and advertisement-serving solutions and critical enterprise applications,enabling our customers to measure the return on investment of their marketing programs m
41、ore accurately.Our software platform integrates advertising performance,sales,and revenue data,allowing advertisers to connect the dots between advertising spend and revenue outcomes.Through an intuitive interface,we enable our customers to simultaneously run large-scale digital advertising campaign
42、s across multiple publishers and channels,making it easy for marketers to create,publish,modify,and optimize campaigns.Our optimization tools allow advertisers to forecast outcomes and optimize campaigns across multiple publishers and channels to achieve their business goals.This technology can help
43、 advertisers improve performance by increasing advertisement spend on those campaigns,publishers and channels that are performing well while reducing investment in those that are not.Brands can intelligently and efficiently measure,manage,and optimize digital advertising spend to achieve desired bus
44、iness results.Headquartered in San Francisco,we incorporated in the State of Delaware in 2006.Offered SolutionsOur cloud-based platform helps our customers measure,manage,and optimize their digital marketing campaigns to improve the performance of their online advertising campaigns,realize efficienc
45、ies and time savings,and make better business decisions.We offer solutions for direct advertisers and the agencies that represent them,focused on enterprise and mid-market businesses.We provide self-serve solutions and managed services for search,social,and eCommerce.Our platform offers the followin
46、g capabilities:Optimization.Our Optimization tools help advertisers manage budgets and bids across publishers to improve the return on their marketing investment.We help identify opportunities for campaign improvements,which we believe can improve financial performance and efficiencies.Forecasting c
47、apabilities help predict campaign performance,simplifying marketing budgeting processes.Reporting and Analytics.Our Reporting and Analytics tools enable advertisers to report results at a business level and analyze cross-channel performance trends,which we believe can lead to improved visibility and
48、 generate significant time savings.Automation.Our Automation tools provide the digital advertiser with a unified interface to create,manage,and optimize campaigns across a broad range of publishers,creating greater efficiencies and increasing flexibility.Our goal is to complement and enhance the too
49、ls offered by these publishers with tools to automate and simplify workflows,allowing them to manage their campaigns on a global scale.Connect.Our Connect tools enable advertisers to automate and streamline the capture of revenue,cost and audience data from various sources such as advertisement serv
50、ers,analytics systems,Customer Relationship Management(CRM)platforms,publishers and third-party databases.Through integrations across multiple data sources,our Connect module can help advertisers have a holistic picture of their digital advertising campaigns.2025/1/3 17:0910-Khttps:/www.sec.gov/Arch
51、ives/edgar/data/1389002/000095017024019131/mrin-20231231.htm6/7542025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm7/75Table of ContentsTechnology and Supporting PlatformWe designed our cloud-based platform to support large global advertisers.The ma
52、jority of our software is written in Java.Our hardware consists of industry-standard servers and network infrastructure.Our standard operating system is Linux.Our software platform is character-set,language,currency,and time-zone independent.Our technology platform has the following key benefits:Sca
53、lability.Our platform is designed to handle billions of advertising units across thousands of advertisers,while delivering a responsive browsing and editing experience.If the number of advertisers and resulting computing and storage requirements changes,we can add or remove hardware to our platform
54、to accommodate the demand.Availability.Our customers are highly dependent on the availability of our platform,which is designed to be available 24x7,365 days a year.We operate our own hardware and use a third-party data center that offers server redundancy,back-up communications and power and physic
55、al security.Security.Our platform manages a large quantity of customer data.We employ technologies,policies and procedures to protect customer data.The primary third-party data center that we use to host our platform has SSAE No.18,Type 2 SOC 1,SOC 2 and SOC 3 attestations and is ISO 27001 certified
56、.We are continuously upgrading our software platform in a manner that we believe will cost-effectively extend the scalability,speed,resiliency and availability of our services and facilitate our ability to add new features to our products.Strategic AgreementsWe have entered into long-term strategic
57、agreements with certain leading search publishers.Under these strategic agreements,we receive consideration based on a percentage of the search advertising spend that our customers manage on our platform.In September 2021,we entered into a new revenue share agreement with Google,with an effective da
58、te of October 1,2021 for a three-year term continuing until September 30,2024.Under this new Google Revenue Share Agreement,we are eligible to receive fixed and variable revenue share payments based on a percentage of certain search advertising spend that is managed through our platform.Google has t
59、he right to terminate this new Google Revenue Share Agreement in certain circumstances.Any termination or amendment of this agreement,any failure of us to comply with the terms of the agreement,or any failure to renew this agreement to extend beyond the currently scheduled expiration date of Septemb
60、er 30,2024,would have a material adverse effect on our results of operations.CustomersWe market and sell our technology solutions to advertisers directly and through advertising agencies that use our platform on behalf of their customers.Advertisers that we serve through our relationships with agenc
61、ies generally represented approximately one-third to one-quarter of our overall revenues.We also generate revenues from leading publishers through our long-term strategic agreements.CompetitionThe digital advertising cloud market is highly competitive,fragmented,and subject to changes in both techno
62、logy and customer behavior.We face significant competition today and expect competition to intensify in the future.To maintain and improve our competitive position,we must keep pace with the evolving needs of our customers and continue to develop and introduce new modules,features and services in a
63、timely and efficient manner.We currently compete with large,well-established companies,such as Adobe Systems Incorporated,Meta Platforms,Inc.,Google Inc.and Skai.io.We also compete with smaller pay-per-click platforms such as AdZooma and Optmyzr and with in-house proprietary tools,tools from publish
64、ers and custom solutions,including spreadsheets.We believe that our most significant competition comes from the SA360 product that is offered by Google and other digital ad management tools offered by Google and other publishers.We believe the principal competitive factors in our market include the
65、following:solution quality,breadth,stability,flexibility and functionality;tangible platform benefits;level of customer satisfaction and our ability to respond to customer needs rapidly;breadth and quality of advertiser and agency relationships;ability to innovate and develop new or improved product
66、s and features while maintaining platform speed and stability;ability to respond to changes in publishers application programming interfaces;brand awareness and reputation;andsize of customer base.Apart from cross-channel platform competitors,we also compete with channel solutions in the social adve
67、rtising market.Competitors in the social advertising market include companies such as Salesforce,Inc.and Smartly.io.Competitors also include companies in the marketing data pipeline market such as Funnel,NinjaCat and Supermetrics.2025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/00009
68、5017024019131/mrin-20231231.htm8/75Our ability to remain competitive will largely depend on our ongoing performance in the areas of the quality,functionality and breadth of our solution and the availability and knowledgeability of our customer support.52025/1/3 17:0910-Khttps:/www.sec.gov/Archives/e
69、dgar/data/1389002/000095017024019131/mrin-20231231.htm9/75Table of ContentsSales and MarketingWe sell our solutions directly to advertisers and agencies in a wide range of industries through our global sales team.Our sales cycle can vary substantially by advertiser and agency,but can take as long as
70、 three to nine months.The sales team is responsible for long-term customer satisfaction and retention,renewal,support and driving an increase in the volume of media managed by customers on our platform.Our marketing team is focused on driving awareness and demand generation across major markets.This
71、 team provides thought leadership in the form of white papers,benchmarking reports,bylines,presenting at industry conferences and speaking to the press.In addition,they are responsible for the creation of field enablement assets such as case studies,blog posts and corporate and product collateral.Re
72、search and DevelopmentOur research and development team is responsible for the design,development,and maintenance of our platform.Our research and development process emphasizes frequent,iterative and incremental development cycles.Within our research and development organizations,we have several pr
73、oject teams that focus on platform and feature development for our advertising cloud solutions.Each of these project teams includes engineers,quality engineers and product managers,as needed,responsible for the initial and ongoing development for their projects.Government RegulationWe are subject to
74、 a number of laws and regulations that affect companies conducting business in the advertising and SaaS industries and on the Internet,many of which are still evolving and could be interpreted in ways that could harm our business.The manner in which existing laws and regulations will be applied to t
75、he SaaS and advertising industries and the Internet in general and how they will relate to our business in particular,are often unclear.For example,we often cannot be certain how existing laws will apply in the eCommerce and online context,including with respect to such topics as privacy,advertising
76、,pricing,taxation,content regulation,quality of products and services and intellectual property ownership and infringement.In addition,in 2020 U.S.federal and state and foreign governments and regulatory agencies initiated lawsuits or investigations against Google and Meta related to certain of thei
77、r anticompetitive business practices and conduct in the digital advertising and social media industries and we cannot be certain as to how such lawsuits and investigations might affect Google or Meta or otherwise affect the digital advertising industry.Numerous laws and regulatory schemes have been
78、adopted at the national and state level in the United States,and in some cases internationally,that have a direct impact on our business and operations.For example,the California Consumer Privacy Act(CCPA),which went into effect on January 1,2020,provides consumers the right to know what personal da
79、ta companies collect,how it is used,and the right to access,delete,and opt out of the sale of their personal information to third parties.It also expands the definition of personal information and gives consumers increased privacy rights and protections for that information.The CCPA also includes sp
80、ecial requirements for California consumers under the age of 16.The Nevada Online Privacy Law,which went into effect October 1,2021 provides Nevada residents with the right to know our data practices and the right to opt-out of the sale of certain“covered information.”Additional laws,including the C
81、alifornia Privacy Rights Act(CPRA),Virginia Consumer Data Protection Act,and Colorado Privacy Act went into effect on January 1,2023.The Connecticut Consumer Privacy Act became effective on July 1,2023,and the Utah Consumer Privacy Act became effective on December 31,2023.These laws provide consumer
82、s with the right to know what personal data companies collect,how it is used,and the right to access,delete,and opt out of the sale of their personal information to third parties.The CPRA also includes special requirements for California consumers under the age of 16.The General Data Protection Regu
83、lation(GPDR),which went into effect in May 2018 gives EU residents,among other things,rights to right to know what personal data we collect from them,how it is used,and the right to access,correct,delete,and opt out of the sale of their personal information to third parties.We may also be required t
84、o obtain consent from any consumers in certain circumstances and adhere to certain data transfer mechanisms to transfer EU personal data to certain other jurisdictions.The Safe Harbor framework that many companies relied on to transfer data was recently found to be invalid.We rely on standard contra
85、cts for data transfers from the EU.The standard contractual clauses were recently revised substantially and we are in the process of implementing new standard contractual clauses.As regulatory authorities continue to issue further guidance on personal data,we could suffer additional costs,complaints
86、 or regulatory investigations or fines.The GDPR sets a maximum fine of 20 million(about 18million)or 4%of annual global turnover for infringements whichever is greater.If we are unable to transfer data between and among countries in which we operate,it could affect the manner in which we provide our
87、 services,the geographical location or segregation of our systems and operations,and could adversely affect our financial results.The United Kingdoms Data Protection Act 2018(Data Protection Act),and UK General Data Protection Regulation(UK GDPR),apply to our activities in the United Kingdom.They ha
88、ve similar requirements to those noted above relating to GDPR.The Data Protection Act and UK GDPR set a maximum fine for infringements as the greater of 17.5 million or 4%of annual global turnover.2025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm10
89、/7562025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm11/75Table of ContentsHuman Capital ResourcesOur employees are our greatest asset.Our performance depends upon identifying,attracting,developing,motivating and retaining a highly skilled workforc
90、e in multiple areas,including engineering,sales and marketing,and customer service.Collectively,our employees have extensive experience and knowledge in digital marketing,and we believe that we employ some of the top talent in our industry.Workforce DemographicsAs of December 31,2023,we had a total
91、of 108 employees,which was down from a total of 177 employees at December 31,2022 and a total of 156 employees at December 31,2021.As of December 31,2023,approximately 48%of our employees were located in the United States,with approximately 26%of our employees located in Europe and approximately 26%
92、of our employees located in Asia.As of December 31,2023,approximately 39%of our employees were on our engineering and research and development teams,with the remainder of our employees comprising our sales and marketing,customer service,and general and administrative teams.We are focused on retainin
93、g and motivating our employees at all levels and in all parts of the organization,and we are committed to maintaining a workplace environment that promotes employee productivity and satisfaction.Compensation,Benefits and Well-beingWe believe that we offer fair compensation and benefits that support
94、our employees overall well-being and are competitive in our industry and in the communities in which we operate.To promote alignment with our short-and long-term objectives,our compensation practices for employees include base pay,potential bonuses and other short-term incentives,and equity grants a
95、nd other opportunities for long-term incentives.We offer an array of benefits,including comprehensive health and wealth insurance.We provide emotional well-being services through an Employee Assistance Program.Communication and EngagementWe believe that our success depends upon on our employees unde
96、rstanding how their work contributes to our overall strategy and plans.To this end,we try to communicate with our workforce through a variety of channels and encourage open and direct communication,including quarterly company-wide CEO update meetings,regular company-wide call on a variety of topics
97、of interest and frequent email corporate communications.Diversity and InclusionWe view diversity,equity and inclusion as a competitive advantage and integral to achieving short-term and long-term business success.We believe that everyone deserves respect and equal treatment,regardless of gender,race
98、,ethnicity,age,disability,sexual orientation,gender identity,cultural background,or religious belief.Intellectual PropertyOur intellectual property rights are a key component of our success.We rely on a combination of patent,trademark,copyright,unfair competition and trade secret laws,as well as con
99、fidentiality procedures and contractual restrictions,to establish,maintain and protect our proprietary rights.As of December 31,2023,we had five issued patents and one patent applications pending in the United States.We own and use trademarks on or in connection with our products and services,includ
100、ing two registered trademarks in the United States,Canada,the European Union,Australia,China,Japan and Russia;one registered mark in South Korea and Singapore;and unregistered common law marks and pending trademark applications in the United States,Canada and the European Union.We have also register
101、ed numerous Internet domain names.Available InformationThe mailing address of our headquarters is 149 New Montgomery Street,4th Floor,San Francisco,California 94105 and our telephone number at that location is(415)399-2580.Our website is .Through a link on the Investor Center section of our website,
102、we make the following filings available,free of charge,as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission(the SEC):our Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K,and any amendme
103、nts to those reports filed or furnished pursuant to Section 13(a)or 15(d)of the Securities Exchange Act of 1934,as amended.The information posted to our website is not incorporated into this Annual Report on Form 10-K.The public may read and copy any materials that we file with the SEC at its websit
104、e at www.sec.gov.We use our Investor Relations website(http:/ a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD promulgated by the SEC.These disclosures are included in the“Investor News”and“Events&Presentations”sections of ou
105、r website.Accordingly,investors should monitor these portions of our website,in addition to following our press releases,SEC filings and public conference calls and webcasts.2025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm12/7572025/1/3 17:0910-Kh
106、ttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm13/75Table of ContentsITEM 1A.RISK FACTORSInvesting in our common stock involves a high degree of risk.You should carefully consider the risks and uncertainties described below,together with all of the other informatio
107、n contained in this Annual Report on Form 10-K,including our consolidated financial statements and the related notes thereto,before making a decision to invest in our common stock.The risks and uncertainties summarized and described below are not the only ones we face.Additional risks and uncertaint
108、ies that we are unaware of,or that we currently believe are not material,may also become important factors that affect us.If any of the following risks occur,our business,financial condition,operating results and prospects could be materially and adversely affected.In that event,the price of our com
109、mon stock could decline,and you could lose part or all of your investment.SUMMARY OF RISK FACTORSRisks Related to our Financial Condition and Future Operating ResultsOur history of recurring losses and negative operating cash flows raises substantial doubt about our ability to continue as a going co
110、ncern unless we can increase our revenues,further reduce our expenses or raise additional capital to meet our obligations in the near term.We expect to continue to incur losses and experience negative cash flows,and we may need to further reduce our expenses,change our business plans,sell additional
111、 securities,sell assets or borrow additional funds to sustain our business operations.We may require additional capital to sustain and grow our business,and this capital might not be available on acceptable terms,if at all.We may experience quarterly fluctuations in our operating results due to a nu
112、mber of factors,including general macroeconomic conditions such as inflation or any recession,which make our future results difficult to predict.Risks Related to our Business and MarketIf the market for digital advertising slows or declines,our business,growth prospects,and financial condition would
113、 be adversely affected.We must develop and introduce enhancements and new features that achieve market acceptance or that keep pace with technological developments to remain competitive in our evolving industry.If we are unable to maintain our relationships with,and access to,publishers,advertising
114、exchange platforms and other platforms that aggregate the supply of advertising inventory,our business will suffer.Our ability to sustain and grow our business depends in part on the success of our relationships with advertising agencies and our strategic relationships with third parties.We have rec
115、ognized a significant percentage of our revenues during recent periods from our strategic relationship with Google,and any adverse change in such relationship or failure to renew such relationship beyond the currently scheduled September 30,2024 expiration date could have a material adverse effect o
116、n our results of operations and business.Our market is highly competitive and complex.We may not be able to compete successfully against current and future competitors.Our business depends on our customers continued willingness to manage advertising spend on our platform.Operational RisksOur busines
117、s depends on retaining qualified personnel,and turnover may result in operational inefficiencies that could negatively affect our business.In July 2023,we commenced a significant reduction-in-force to reduce our expenses.These changes could be disruptive to our operations and could have a material a
118、dverse effect on our business and results of operations.We incur upfront costs associated with onboarding advertisers to our platform and may not recoup our investment if we do not maintain the advertiser relationship over time.Because we generally bill our customers over the term of the contract,ne
119、ar term decline in new or renewed subscriptions may not be reflected immediately in our operating results.Any decrease in our customers use of search advertising or our inability to further penetrate social and eCommerce advertising channels would harm our business.Our sales cycle can be long and un
120、predictable and require considerable time and expense,which may cause our operating results to fluctuate.Our ability to generate revenue depends on our collection of significant amounts of data from various sources.2025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/m
121、rin-20231231.htm14/7582025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm15/75Table of ContentsMaterial defects,errors or disruptions in our software platform could harm our reputation,result in significant costs to us and impair our ability to sell
122、our subscription services.If mobile connected devices,their operating systems or content distribution channels,including those controlled by our competitors,develop in ways that prevent our advertising campaigns from being delivered to their users,our ability to grow our business will be impaired.If
123、 our security measures are breached or unauthorized access to customer data or our data is otherwise obtained,our solutions may be perceived as not being secure,customers may reduce the use of or stop using our solutions and we may incur significant liabilities.We primarily use third-party data cent
124、ers to deliver our services.Any disruption of service at these facilities could harm our business.We may need to continually improve our hosting infrastructure to avoid service interruptions or slower system performance.Our solutions must integrate with our customers enterprise applications and infr
125、astructures.If we cannot efficiently implement our solutions for our customers,we may lose customers.If we are unable to maintain or expand our sales and marketing capabilities,we may not be able to generate anticipated revenues.Any failure to offer high-quality technical support services may advers
126、ely affect our relationships with our customers and harm our financial results.Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and adversely affect our business,reputation or brand.Regulatory and Compliance RisksDomestic and fore
127、ign government regulation and enforcement of data practices and data tracking technologies is expansive,not clearly defined and rapidly evolving.Such regulation could directly restrict portions of our business or indirectly affect our business by constraining our customers use of our platform or lim
128、iting the growth of our markets.If our customers fail to abide by applicable privacy laws or to provide adequate notice and/or obtain consent from end users,we could be subject to litigation or enforcement action or reduced demand for our services.Industry self-regulatory standards may be implemente
129、d in the future that could affect demand for our platform and our ability to access data we use to provide our platform.We have identified a material weakness in our internal controls over financial reporting.If we fail to maintain an effective system of internal controls,we may not be able to accur
130、ately or timely report our financial condition or results of operations,which may adversely affect investor confidence in us and,as a result,the value of our common stock.Risks Related to the Ownership of Our Common StockThe closing price of our common stock on the Nasdaq Capital Market(Nasdaq)has b
131、een below$1.00 for more than 30 consecutive business days and,as a result,we have received a deficiency notice from Nasdaq advising that we are not in compliance with a continued listing requirement.If we cannot regain compliance with the continued listing requirements of Nasdaq,Nasdaq may de-list o
132、ur common stock,which would have an adverse effect on the trading volume,liquidity and market price of our common stock.To attempt to regain compliance with Nasdaqs requirements,we intend to seek stockholder approval for a reverse stock split.The market price of our common stock has been volatile an
133、d may continue to be subject to wide fluctuations due to circumstances beyond our control,which could subject us to litigation.If we sell additional shares of our common stock,the percentage ownership of our stockholders will be diluted.92025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/13890
134、02/000095017024019131/mrin-20231231.htm16/75Table of ContentsRISK FACTORSRisks Related to our Financial Condition and Future Operating ResultsOur history of recurring losses and negative operating cash flows raises substantial doubt about our ability to continue as a going concern unless we can incr
135、ease our revenues,further reduce our expenses or raise additional capital to meet our obligations in the near term.We have incurred significant losses in each fiscal year since our incorporation in 2006.We experienced a net loss of$21.9 million during the year ended December 31,2023 and a net loss o
136、f$18.2 million during the year ended December 31,2022.As of December 31,2023,we had an accumulated deficit of$344.3 million and cash and cash equivalents of$11.4 million.The losses and accumulated deficit were due largely to declining revenues and the investments we have made to attempt to grow our
137、business and acquire customers.Management expects to incur additional losses and experience negative operating cash flows into the foreseeable future.Our revenues have decreased over the last several years,decreasing from$30.0 million in 2020,$24.4 million in 2021,$20.0 million in 2022 and to$17.7 m
138、illion in 2023.Historically,we have relied primarily on the sale of our capital stock to fund operating activities.Although we have pursued,and may continue to pursue,additional sources of liquidity,including additional equity and debt financing,there is no assurance that any additional financing wi
139、ll be available on acceptable terms,or at all.Based on the funds we have available as of the date of the filing of this Annual Report on Form 10-K and our history of recurring losses and negative operating cash flows,there is substantial doubt raised about our ability to continue as a going concern.
140、Our ability to continue as a going concern is substantially dependent upon our ability to manage our cash flows,including the effectiveness of cost saving measures that we implemented in the second half of 2023,as well as our ability to maintain our strategic partnerships,improve customer retention
141、rates and increase new bookings.If we are unable to manage our cash flows,maintain our strategic partnerships,improve customer retention rates,increase new bookings or raise sufficient additional capital,it is probable that we may be required to initiate further cost savings activities,extend paymen
142、t terms with suppliers,liquidate assets where possible,or wind-up operations.These actions could materially impact our business,results of operations and future prospects.Therefore,there is substantial doubt about our ability to continue as a going concern for one year after the filing date of the a
143、ccompanying consolidated financial statements.Our consolidated financial statements for the year ended December 31,2023 were prepared on a going concern basis in accordance with GAAP.The going concern basis assumes that we will continue in operation for the next 12 months and that we will be able to
144、 realize our assets and discharge our liabilities and commitments in the normal course of business.Thus,our consolidated financial statements included in this Annual Report on Form 10-K do not include any adjustments that might be necessary if we are unable to continue as a going concern.These adjus
145、tments could materially impact our accompanying consolidated financial statements.We expect to continue to incur losses and experience negative cash flows,and we may need to further reduce our expenses,change our business plans,sell additional securities,sell assets or borrow additional funds to sus
146、tain our business operations.We currently operate at a loss and we anticipate that we will continue to have operating losses in the near term.Our business has not generated enough cash flow to fund our sales and marketing activities,research and development initiatives and other business activities.
147、Based on the funds we have available as of the date of the filing of this report and our history of recurring losses and negative operating cash flows,there is substantial doubt raised about our ability to continue as a going concern.Our ability to continue as a going concern and grow our business a
148、nd to realize profitability is substantially dependent upon our ability to improve customer retention rates,increase new bookings and manage our cash flows.To achieve this,we plan to attempt to increase our market share for our current services through sales and marketing efforts,continue developmen
149、t of new platform features and deliver efficient service to customers,which may require additional capital and expenditures,which may be difficult,especially if general macroeconomic conditions worsen.If we do not realize increases in our revenue,we may need to further reduce our expenses through ad
150、ditional cost-cutting measures,change our business plans or seek to sell additional securities,sell assets or borrow additional funds to sustain our business operations.In July 2023,we commenced the 2023 Restructuring Plan,described in Note 1 of our accompanying consolidated financial statements,und
151、er the heading“Liquidity.”There is no guarantee that we will be able to realize the intended costs savings from this restructuring,or further reduce our expenses through any other future costcutting measures.Further,there is no guarantee that we will be able to issue additional securities or sell as
152、sets in future periods or borrow funds on commercially reasonable terms,or at all,in order to meet our cash needs and continue as a going concern.Our ability to raise additional financing is subject to a number of uncertainties,including but not limited to,the market demand for our stock,our financi
153、al performance and outlook,the market demand for products and services,and adverse market conditions.2025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm17/75102025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20
154、231231.htm18/75Table of ContentsWe may require additional capital to sustain and grow our business,and this capital might not be available on acceptable terms,if at all.We intend to continue to make investments to sustain and grow our business and may require additional funds to respond to business
155、challenges,including the need to develop new features or enhance our existing platform,continue the deployment of MarinOne,and improve our operating infrastructure.Accordingly,we may need to engage in equity or debt financing to secure additional funds.If we raise additional funds through further is
156、suance of equity or convertible debt securities our existing stockholders could suffer significant dilution,and any new equity securities we issue could have rights,preferences and privileges superior to those of holders of our common stock.For example,during the year ended December 31,2021,we sold
157、5.5 million shares of our common stock under equity distribution agreements with JMP Securities LLC(JMP Securities),and received proceeds of approximately$41.7 million,net of offering costs of$1.5 million,at a weighted average sales price of$7.85 per share.The 5.5 million shares of our common stock
158、that we issued under the equity distribution agreements during 2021 increased the number of outstanding shares of our common stock by approximately 57%,resulting in dilution to the percentage ownership of our previously existing stockholders.Additionally,during the year ended December 31,2022,we sol
159、d 1.1 million shares of our common stock under a new equity distribution agreement with JMP Securities for the sale of up to$50.0 million of new securities in an“at-the-market”common stock offering facility and received proceeds of approximately$1.3 million,net of offering costs of$0.1 million,at a
160、weighted average sales price of$1.33 per share.In accordance with the SECs Instruction I.B.6 of Registration Statement on Form S-3,we adjusted the maximum aggregate market value of the securities that may be sold pursuant to this current at-the-market securities offering facility from$50.0 million t
161、o approximately$22.8 million based on our market capitalization on the date we filed our Annual Report on Form 10-K for the year ended December 31,2021.We cannot provide any assurance that we will be able to raise any additional financing under this facility.Our ability to raise any additional finan
162、cing under this facility may be adversely affected if our common stock is delisted from The Nasdaq Capital Market(Nasdaq).For more information regarding our compliance with Nasdaq listing standards,please refer below to“Risks Related to the Ownership of Our Common StockIf we cannot regain compliance
163、 with the continued listing requirements of Nasdaq,Nasdaq may de-list our common stock,which would have an adverse effect on the trading volume,liquidity and market price of our common stock.”In May 2020,we entered into a loan agreement with Harvest Small Business Finance,LLC(the Lender),as the lend
164、er for a loan in an aggregate principal amount of$3.3 million(the Loan),pursuant to the Paycheck Protection Program under the Coronavirus Aid,Relief,and Economic Security(CARES)Act.An aggregate principal amount of$3.1 million of the Loan was forgiven in January 2022 and we repaid the remaining outst
165、anding balance of$0.2 million in February 2022.The U.S.Department of the Treasury(the Treasury),and the U.S.Small Business Administration(the SBA),have announced that they will review all Payroll Protection Program loans that equal or exceed$2.0 million.While we believe that we acted in good faith a
166、nd complied with all requirements of the Payroll Protection Program,if the Treasury or the SBA determined that our Loan application was not made in good faith or that we did not otherwise meet the eligibility requirements of the Payroll Protection Program,we could be required to return the Loan or a
167、 portion thereof.Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters,which may make it more difficult for us to obtain additional capital and to pursue business opportunities.In addi
168、tion,we may not be able to obtain additional financing on terms favorable to us,if at all.If we are unable to obtain adequate financing or financing on terms satisfactory to us,when we require it,our ability to continue to sustain or grow our business and to respond to business challenges could be s
169、ignificantly impaired.Our usage-based pricing model makes it difficult to forecast revenues from our current customers and future prospects.We primarily have a usage-based pricing model in which most of our fees are calculated as a percentage of customers advertising spend managed on our platform.Th
170、is pricing model makes it difficult to accurately forecast revenues because our customers advertising spend managed by our platform may vary from month to month based on the variety of industries in which our advertisers operate,the seasonality of those industries and fluctuations in our customers a
171、dvertising budgets or other factors.The market for digital advertising may be adversely affected by adverse market conditions,including inflation or any general economic weakening,which has in the past caused some advertisers to,and may in the future lead advertisers to,reduce the amount of their di
172、gital advertising spend.Our subscription contracts with our direct advertiser customers generally contain a minimum monthly platform fee,which is generally greater than one-half of our estimated monthly revenues from the customer at the time the contract is signed,and,as a result,the minimum monthly
173、 platform fee may not be a good indicator of our revenues from that customer.In addition,advertisers that use our platform through our agency customers typically do not have a minimum monthly spend amount or a minimum term during which they must use our platform,and as a result,our ability to foreca
174、st revenues from these advertisers is difficult.If we incorrectly forecast revenues for these advertisers and the amount of revenue is less than projections we provide to investors,the price of our common stock could decline substantially.Additionally,if we overestimate usage,we may incur additional
175、 expenses in adding infrastructure,without a commensurate increase in revenues,which would harm our gross margins and other operating results.2025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm19/75 112025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edg
176、ar/data/1389002/000095017024019131/mrin-20231231.htm20/75Table of ContentsWe may experience quarterly fluctuations in our operating results due to a number of factors which make our future results difficult to predict and could cause our operating results to fall below expectations or our guidance.O
177、ur quarterly operating results may fluctuate due to a variety of factors,many of which are outside of our control.As a result,comparing our operating results on a period-to-period basis may not be meaningful.You should not rely on our past results as indicative of our future performance.If our reven
178、ues or operating results fall below the expectations of investors or securities analysts,or below any guidance we may provide to the market,the price of our common stock could decline substantially.In addition to other risk factors listed in this section,factors that may affect our quarterly operati
179、ng results include the following:the impact of market volatility or other macroeconomic conditions such as inflation,increased interest rates and any recession,or other economic disruptions;the level of advertising spend managed through our platform for a particular quarter;fluctuations in the contr
180、actual rates of our strategic agreements with publishers;customer renewal or contract termination rates,and the pricing and usage of our platform in any renewal term;demand for our platform and the size and timing of our sales;customers delaying purchasing decisions in anticipation of new releases b
181、y us or of new products by our competitors;any termination or adverse changes in the Google Revenue Share Agreement,or any changes in any other current or future strategic agreements with publishers;any disruptions in our business resulting from the significant reduction-in-force that we commenced i
182、n July 2023 or other departures of employees or restructurings of our teams or personnel;any service defects and any costs related to any such service defects;delays in projects to upgrade our own software platform infrastructure and any resulting delays in releasing new features;network or system o
183、utages,platform downtime,software application or operations errors,software bugs,security breaches or other supplier system or supply chain changes or interruptions and any associated credits,warranty claims or other expenses;changes in the competitive dynamics of our industry,including consolidatio
184、n among competitors or customers;market acceptance of our current and future solutions;changes in spending on digital advertising or information technology and software by our current and/or prospective customers;budgeting cycles of our customers;our potentially lengthy sales cycle;our ability to co
185、ntrol costs,including our operating expenses;expenses we incur in relation to governmental investigations of Google and Meta;foreign currency exchange rate fluctuations;andpolitical conditions in our domestic and international markets,including hostilities in international markets.Based upon all of
186、the factors described above,we have a limited ability to forecast our future revenues,costs and expenses,and as a result,our operating results may from time to time fall below our estimates or the expectations of public market analysts and investors.122025/1/3 17:0910-Khttps:/www.sec.gov/Archives/ed
187、gar/data/1389002/000095017024019131/mrin-20231231.htm21/75Table of ContentsRisks Related to our Business and MarketIf the market for digital advertising slows or declines,our business,growth prospects,and financial condition would be adversely affected.Our ability to grow or sustain our business cou
188、ld be constrained by the level of acceptance and expansion of emerging cloud-based advertising channels,as well as the continued use and growth of existing channels,such as search and social advertising.Even if these channels become widely adopted,advertisers and agencies may not make significant in
189、vestments in solutions such as ours that help them manage their digital advertising spend across publisher platforms and advertising channels.It is difficult to predict customer adoption rates,customer demand for our platform,the future growth rate and size of the advertising cloud solutions market
190、or the entry of competitive solutions.The market for digital advertising may be adversely affected by adverse market conditions,including inflation or the effects of any general economic weakening,which caused some advertisers to,and may continue to lead advertisers to,reduce the amount of their dig
191、ital advertising spend.Any expansion of the market for advertising cloud solutions depends on a number of factors,including growth of the cloud-based advertising market,growth of social and mobile as advertising channels and the cost,performance and perceived value associated with advertising cloud
192、solutions,as well as the ability of cloud computing companies to address security and privacy concerns.Further,the cloud computing market is less developed in many jurisdictions outside the United States.If we or other cloud computing providers experience security incidents,loss of customer data,dis
193、ruptions in delivery or other problems,the market for cloud computing as a whole,including our applications,may be negatively affected.We operate in a rapidly developing and changing industry,which makes it difficult to evaluate our current business and future prospects.We have encountered and will
194、continue to encounter risks and difficulties frequently experienced by companies in rapidly developing and changing industries,including hiring and retaining qualified employees,determining appropriate investments of our limited resources,market acceptance of our existing and future solutions,compet
195、ition from established companies with greater financial and technical resources,acquiring and retaining customers,managing customer deployments,making improvements to our existing products and developing new solutions.Our current operations infrastructure may require changes in order for us to achie
196、ve profitability and scale our operations efficiently.For example,we may need to automate portions of our solution to decrease our costs,ensure our marketing infrastructure is designed to drive highly qualified leads cost effectively and implement changes in our sales model to improve the predictabi
197、lity of our sales and reduce our sales cycle.In addition,from time to time,we may need to make additional investments in product development to address market demands,which may increase our overall expenses and reduce our ability to achieve profitability.Our ability to implement changes to our busin
198、ess and operations successfully and on a timely basis may be adversely affected by the restructuring plan that we commenced in July 2023,which reduced our total full-time equivalent employee and contractor workforce by approximately 41%.If we fail to successfully and timely implement these changes,o
199、ur business may suffer,our revenue may decline and we may not be able to achieve growth or profitability.We cannot be assured that we will be successful in addressing these and other challenges we may face in the future.We must develop and introduce enhancements and new features that achieve market
200、acceptance or that keep pace with technological developments to remain competitive in our evolving industry.We operate in a dynamic market characterized by rapidly changing technologies and industry and legal standards.The introduction of new advertising platform solutions by our competitors,the mar
201、ket acceptance of solutions based on new or alternative technologies,or the emergence of new industry standards could render our platform obsolete.Our ability to compete successfully,attract new customers and increase revenues from existing customers depends in large part on our ability to enhance a
202、nd improve our existing cross-channel,cross-device,enterprise marketing software platform and to continually introduce or acquire new features that are in demand by the market we serve.We also must update our software to reflect changes in publishers application programming interfaces(APIs),and term
203、s of use.We have deployed our latest platform,MarinOne,and are in the process of deploying new features and services,including Marin budget pacing and dynamic allocation tools.In connection with the restructuring plan that we commenced in July 2023,we are focusing our business and product developmen
204、t efforts in more specific projects and initiatives.The success of these projects or any other enhancement or new solution depends on several factors,including timely completion,adequate quality testing,effective migration of existing customers with minimal disruption and appropriate introduction an
205、d market acceptance.Any new platform or feature that we develop or acquire may not be introduced in a timely manner,may contain defects,may be more costly to compete than we anticipate or may not achieve the broad market acceptance necessary to generate significant revenues.Our ability to develop ne
206、w products and features successfully and on a timely basis may be adversely affected by the restructuring plan that we commenced in July 2023.If we are unable to upgrade our software platform and features effectively or in a timely manner,or to anticipate or timely and successfully develop or acquir
207、e new offerings or features or enhance our existing platform to meet customer requirements,our business and operating results will be adversely affected.2025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm22/75132025/1/3 17:0910-Khttps:/www.sec.gov/Ar
208、chives/edgar/data/1389002/000095017024019131/mrin-20231231.htm23/75Table of ContentsIf we are unable to maintain our relationships with,and access to,publishers,advertising exchange platforms and other platforms that aggregate the supply of advertising inventory,our business will suffer.We currently
209、 depend on relationships with various publishers,including Amazon,Apple,Baidu,Bing,Meta,Google,Instagram,LinkedIn,Pinterest,Twitter,Verizon Media,Walmart and Yahoo!.Our subscription services interface with these publishers platforms through APIs,such as the Google API or Meta API.We are subject to t
210、he respective platforms standard API terms and conditions,which govern the use and distribution of data from these platforms.Our business significantly depends on having access to these APIs,particularly the Google API,which the substantial majority of our customers use,on commercially reasonable te
211、rms and our business would be harmed if any of these publishers,advertising exchanges or aggregators of advertising inventory discontinues or limits access to their platforms,modifies their terms of use or other policies or place additional restrictions on us as API users,or charges API license fees
212、 for API access.Moreover,some of these publishers,such as Google,market competitive solutions for their platforms.Because the advertising inventory suppliers control their APIs,they may develop competitive offerings that are not subject to the limits imposed on us through the API terms and condition
213、s.Currently,restrictions in these API agreements limit our ability to implement certain functionality,require us to implement functionality in a particular manner or require us to implement certain required minimum functionality,causing us to devote development resources to implement certain functio
214、nality that we would not otherwise include in our subscription services and to incur costs for personnel to provide services to implement functionality that we are prohibited from automating.Publishers,advertising exchanges and advertising inventory aggregators update their API terms of use from tim
215、e to time and new versions of these terms could impose additional restrictions on us.In addition,publishers,advertising exchanges and advertising inventory aggregators continually update their APIs and may update or modify functionality,which has required us to,and will likely continue to require us
216、 to modify our software to accommodate these changes and to devote technical resources and personnel to these efforts which could otherwise be used to focus on other priorities.In particular,we invested significant research and development resources in recent periods to transition to a new API recen
217、tly released by Google.Any of these outcomes could cause disruptions in our service,demand for our products to decrease,our research and development costs to increase,and our results of operations and financial condition to be harmed.We have also entered into long-term strategic agreements with cert
218、ain leading search publishers.Under these strategic agreements,we receive consideration based on a percentage of the search advertising spend that our customers manage on our platform.The majority of our strategic agreement revenue is concentrated in one revenue share agreement with Google.We entere
219、d into our original revenue share agreement with Google in December 2018 for a three-year term that ran from October 1,2018 until September 30,2021.We entered into a new revenue share agreement with Google in September 2021 for a three-year term scheduled to run from October 1,2021 until September 3
220、0,2024.Under these Google Revenue Share Agreements,we have been eligible to receive fixed and variable revenue share payments based on a percentage of the search advertising spend that is managed through our platform.For the years ended December 31,2022 and 2021,we recognized revenues of$7.2 million
221、 and$8.6 million,respectively,from the applicable Google Revenue Share Agreement.Google has the right to terminate our current Google Revenue Share Agreement in certain circumstances and the agreement requires us to make minimum investments in product development.Any termination or amendment of this
222、 agreement,any failure of us to comply with the terms of the agreement,or any failure to renew the agreement to extend beyond the currently scheduled expiration date of September 30,2024 would have a material adverse effect on our results of operations.Our ability to grow or sustain our business dep
223、ends in part on the success of our relationships with advertising agencies and our strategic relationships with third parties.Our ability to grow or sustain our business will depend,in part,on our ability to enter into successful relationships with advertising agencies.Identifying agencies and negot
224、iating and documenting relationships with them requires significant time and resources.These relationships may not result in additional customers or enable us to generate significant revenues.Our contracts for these relationships are typically non-exclusive and do not prohibit the agency from workin
225、g with our competitors or from offering competing services.Frequently,these agencies do in fact work with our competitors and compete with us.In addition,we often work with,or seek to work with,high-profile brands directly.This may not be possible where,for example,those brands obtain advertising se
226、rvices exclusively or primarily from advertising agencies.We generally bill agencies for their customers use of our platform,but in most cases the agencys customer has no direct contractual commitment to make payment to us.Furthermore,some of these agency contracts include provisions whereby the age
227、ncy is not liable for making payment to us for our subscription services if the agency does not receive a corresponding payment from its client on whose behalf the subscription services were rendered.These provisions may result in longer collections periods or our inability to collect payment for so
228、me of our subscription services.If we are unsuccessful in establishing or maintaining our relationships with these agencies on commercially reasonable terms,or if these relationships are not profitable for us,our ability to compete in the marketplace or to grow our revenues could be impaired and our
229、 operating results would suffer.142025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm24/752025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm25/75Table of ContentsOur ability to grow or sustain our bu
230、siness will also depend,in part,on our ability to enter-into and retain successful strategic relationships with third-parties.For example,we are seeking to establish relationships with third-parties to develop integrations with complementary technology and content.These relationships may not result
231、in additional customers or enable us to generate significant revenues.For example,we have entered into Revenue Share Agreements with Google pursuant to which we are or have been eligible to receive fixed and variable revenue share payments based on a percentage of the search advertising spend that i
232、s managed through our platform.Identifying partners and negotiating and documenting relationships with them require significant time and resources.Our contracts for these relationships are typically non-exclusive and do not prohibit the other party from working with our competitors or from offering
233、competing services.If we are unsuccessful in establishing or maintaining our relationships with these third parties,our ability to compete in the marketplace or to grow our revenues could be impaired and our operating results would suffer.We may not be able to compete successfully against current an
234、d future competitors.The overall market for advertising cloud solutions is rapidly evolving,highly competitive,complex,fragmented,and subject to changing technology and shifting customer needs.We face significant competition in this market and we expect competition to intensify in the future.We curr
235、ently compete with large,well-established public companies,such as Adobe Systems Incorporated and Google Inc.,and privately held companies,such as Skai.io.We also compete with channel-specific offerings,in-house proprietary tools,tools from publishers and custom solutions,including spreadsheets.We b
236、elieve that our most significant competition comes from the SA360 product that is offered by Google and from other digital ad management tools offered by Google and other publishers.Increased competition may result in reduced pricing for our solutions,longer sales cycles or a decrease of our market
237、share,any of which could negatively affect our revenues and future operating results and our ability to grow our business.A number of competitive factors could cause us to lose potential sales or to sell our solutions at lower prices or at reduced margins,including,among others:Google and other publ
238、ishers generally offer their tools for free,or at a reduced price,as their primary compensation is via the sale of advertising on their own or syndicated websites;some of our competitors,such as Adobe,Meta and Google,have greater financial,marketing and technical resources than we do,allowing them t
239、o leverage a larger installed customer base,adopt more aggressive pricing policies,and devote greater resources to the development,promotion and sale of their products and services than we can;channel-specific competitors,such as Skai.io and Smartly.io,may devote greater resources to the development
240、,promotion and sale of their channel-specific products and services than we can;companies may enter our market by expanding their platforms or acquiring a competitor;andpotential customers may choose to develop or continue to use internal solutions rather than paying for our solutions or may choose
241、to use a competitors solution that has different or additional technical capabilities.We cannot assure you that we will be able to compete successfully against current and future competitors.If we cannot compete successfully,our business,results of operations and financial condition could be negativ
242、ely impacted.We are incurring expenses related to governmental investigations of Google and Meta.In 2020,U.S.federal and state and foreign governments and regulatory agencies initiated lawsuits or investigations against Google and Meta related to certain of their anticompetitive business practices a
243、nd conduct in the digital advertising and social media industries and we cannot be certain as to how such lawsuits and investigations might affect Google or Meta or otherwise affect the digital advertising industry.We are not a party to any such lawsuits or investigations.As a participant in the dig
244、ital advertising industry and having business relationships with Google and Meta,certain governmental authorities and Google and have requested us to provide information to them in connection with such lawsuits and investigations,and responding to such requests has caused us to incur,and may cause u
245、s to incur in the future from time to time,professional fees and other expenses in connection with responding to such requests.152025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm26/75Table of ContentsOur business depends on our customers continued
246、willingness to manage advertising spend on our platform.In order for us to improve our operating results,it is important that our customers continue to manage their advertising spend on our platform,increase their usage and also purchase additional solutions from us.In the case of our direct adverti
247、ser customers,we offer our solutions primarily through subscription contracts and generally bill customers over the related subscription period,which is generally one year or longer.During the term of their contracts,our direct advertiser customers generally have no obligation to maintain or increas
248、e their advertising spend on our platform beyond a specified minimum monthly platform fee,which is typically set at the time the contract is signed and is generally greater than half of the monthly amount we anticipate the customer will spend.Our direct advertiser customers generally have no renewal
249、 obligation after the initial or then-current renewal subscription period expires,and even if customers renew contracts,they may decrease the level of their digital advertising spend managed through our platform,resulting in lower revenues from that customer.Some customers,including some of our larg
250、est customers,have contractual rights to terminate their agreements with us in some circumstances.Advertisers that we serve through our arrangements with our advertising agencies generally do not have any contractual commitment to use our platform.Our customers usage may decline or fluctuate as a re
251、sult of a number of factors,including,but not limited to,their satisfaction with our platform and our customer support,the frequency and severity of outages,the pricing of our,or competing,solutions,the effects of global economic conditions and reductions in spending levels or changes in our custome
252、rs strategies regarding digital advertising.We may not be able to accurately predict future usage trends.If our customers renew on less favorable terms or reduce their advertising spend on our platform,our revenues may grow more slowly than expected or decline.Unfavorable conditions in the market fo
253、r digital advertising or the global economy or reductions in digital advertising spend could negatively affect our operating results.Potential revenue growth and profitability of our business depends on digital advertising spend by advertisers in the markets we serve.Our operating results may vary b
254、ased on changes in the market for digital advertising or the global economy.To the extent that weak economic conditions cause our customers and potential customers to freeze or reduce their advertising budgets,particularly digital advertising,demand for our solution may be negatively affected.Histor
255、ically,economic downturns have resulted in overall reductions in advertising spend.If general macroeconomic conditions deteriorate or the rise of geopolitical instability and military hostilities or global health emergencies and pandemics such as COVID-19 causes economic uncertainty,our customers an
256、d potential customers may elect to decrease their advertising budgets or defer or reconsider software and service purchases,which would limit our ability to grow our business and negatively affect our operating results.Operational RisksOur business depends on retaining and attracting qualified perso
257、nnel,and turnover may result in operational inefficiencies that could negatively affect our business.Our success depends upon the continued service of our talented management,operational and key technical employees,as well as our ability to continue to attract additional highly qualified talent.We h
258、ave experienced employee attrition and have conducted restructuring actions.In July 2023,we commenced a global reduction-in-force and other restructuring actions designed to reduce our expenses.In connection with the 2023 Restructuring Plan,described in Note 1 of our accompanying consolidated financ
259、ial statements,under the heading“Liquidity.”We substantially completed the 2023 Restructuring Plan in the fourth quarter of 2023.These changes,and any future changes,in our operations and management team could be disruptive to our operations.Our restructuring actions and any future restructuring act
260、ions or employee attrition could have an adverse effect on our business as a result of operational and administrative inefficiencies and added costs,decreases in employee morale and the failure to meet operational targets due to the loss of employees.If key employees leave,we may not be able to full
261、y integrate new personnel or replicate the prior working relationships,which could adversely affect our results of operations,stock price and customer relationships,and could make recruiting for future management and other positions more difficult.In addition,changes in other key positions may tempo
262、rarily affect our financial performance and results of operations as new employees become familiar with our business.We do not maintain key person life insurance policies on any of our employees.Each of our executive officers,key technical personnel and other employees could terminate his or her rel
263、ationship with us at any time.Our business also requires skilled technical,sales and other personnel,who are in high demand and are often subject to competing offers.If we expand into additional geographic markets,we will require personnel with expertise in these new areas.Competition for qualified
264、employees is particularly intense in our industry and particularly in San Francisco,California.An inability to retain,attract,relocate and motivate employees required for our business could delay or prevent the achievement of our business objectives and could materially harm our business and our cus
265、tomer relationships.Since the start of the COVID-19 pandemic in March 2020,most of our employees have been working remotely.In addition,the lease for our largest office,in San Francisco,California,expired in July 2022.As a result of these developments,we have transitioned to a more hybrid working en
266、vironment with a larger number of employees dispersed remotely,which may present challenges to maintaining our corporate culture or employee productivity.We expect that most of our employees will work remotely for most of the time for the foreseeable future.Any failure to preserve our culture or pro
267、ductivity could negatively affect 2025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm27/75our future success,including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.162025/1/3 17:0910-Khtt
268、ps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm28/75Table of ContentsWe incur upfront costs associated with onboarding advertisers to our platform and may not recoup our investment if we do not maintain the advertiser relationship over time.Our operating results may
269、be negatively affected if we are unable to recoup our upfront costs for onboarding new advertisers to our platform.Upfront costs when adding new advertisers generally include sales commissions for our sales force,expenses associated with entering customer data into our platform and other implementat
270、ion-related costs.Because our customers,including direct advertisers and agencies,are billed over the term of the contract,if new customers sign contracts with short initial subscription periods and do not renew their subscriptions,or otherwise do not continue to use our platform to a level that gen
271、erates revenues in excess of our upfront expenses,our operating results could be negatively impacted.In cases in which the implementation process is particularly complex,the revenues resulting from the customer under our contract may not cover the upfront investment;therefore,if a significant number
272、 of these customers do not renew their contracts,it could negatively affect our operating results.In addition,because we capitalize certain upfront costs to obtain and fulfill contracts under authoritative accounting guidance,we could be required to record impairment expense for these upfront costs
273、if the estimated revenue for these contracts is not realized.Because we generally bill our customers over the term of the contract,near term decline in new or renewed subscriptions may not be reflected immediately in our operating results.Most of our revenues in each quarter are derived from contrac
274、ts entered into with our customers during previous quarters.Consequently,a decline in new or renewed subscriptions in any one quarter may not be fully reflected in our revenues for that quarter.Such declines,however,would negatively affect our revenues in future periods and the effect of significant
275、 downturns in sales and market acceptance of our solutions,and potential changes in our rate of renewals or renewal terms,may not be fully reflected in our results of operations until future periods.In addition,we may be unable to adjust our cost structure rapidly,or at all,to take account of reduce
276、d revenues.Our subscription model also makes it difficult for us to rapidly increase our total revenues through additional sales in any period,as revenues from new customers must be earned over the applicable subscription term based on the value of their monthly advertising spend.We have been depend
277、ent on our customers use of search advertising.Any decrease in the use of search advertising or our inability to further penetrate social and eCommerce advertising channels would harm our business,growth prospects,operating results and financial condition.Historically,our customers have primarily us
278、ed our solutions for managing their search advertising,including mobile search advertising,and the substantial majority of our revenue is derived from advertisers that use our platform to manage their search advertising.We expect that search advertising will continue to be the primary channel used b
279、y our customers for the foreseeable future.Should our customers lose confidence in the value or effectiveness of search advertising,or if search advertising growth moderates or declines,the demand for our solutions may decline,and it may negatively impact our revenues.In addition,our failure to achi
280、eve market acceptance of our solution for the management of social and eCommerce advertising spend would harm our growth prospects,operating results and financial condition.Our sales cycle can be long and unpredictable and require considerable time and expense,which may cause our operating results t
281、o fluctuate.The sales cycle for our solutions,from initial contact with a potential lead to contract execution and implementation,varies widely by customer,but can take as long as three to nine months.Some of our customers undertake a significant evaluation process that frequently involves not only
282、our solutions but also those of our competitors,which has in the past resulted in extended sales cycles.Our sales efforts involve educating our customers about the use,technical capabilities and benefits of our platform.In addition,under certain circumstances,we sometimes offer an initial term,typic
283、ally of a few months in duration,to new customers who may terminate their subscription at any time during this initial period before the fixed term contract commences.We have no assurance that the substantial time and money spent on our sales efforts will produce any sales.If our sales efforts resul
284、t in a new customer subscription,the customer may terminate its subscription during the initial period,after we have incurred the expenses associated with entering the customers data in our platform and related training and support.If sales expected from a customer are not realized in the time perio
285、d expected or not realized at all,or if a customer terminates during the initial period,our business,operating results and financial condition could be adversely affected.Our ability to generate revenue depends on our collection of significant amounts of data from various sources.Our ability to opti
286、mize the delivery of Internet advertisements for our customers depends on our ability to successfully leverage data,including data that we collect from our customers as well as data provided by publishers and from third parties.Using cookies and similar tracking technologies,we collect information a
287、bout the interaction of users with our advertisers and publishers websites.Our ability to successfully leverage such data is dependent upon our continued ability to access and utilize such data.Our ability to access and use such data could be restricted by a number of factors,including consumer choi
288、ce,restrictions imposed by advertisers and publishers,changes in technology,and new developments in laws,regulations,and industry standards.2025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm29/75172025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/
289、data/1389002/000095017024019131/mrin-20231231.htm30/75Table of ContentsFor example,the release by Apple of its iOS 14 operating systems in April 2021 brought with it a number of new changes,including the need for mobile app users to opt-in before their identifier for advertisers(IDFA),can be accesse
290、d by an app.Apples IDFA is a string of numbers and letters assigned to Apple devices which advertisers use to identify app users to deliver personalized and targeted advertising.Although we do not rely heavily on IDFA,low opt-in rates to grant IDFA access may result in advertisers rethinking their c
291、onversion tracking strategy.Any reduced ability of advertisers to accurately target and measure their advertising campaigns may cause spend fluctuations.If consumer resistance to the collection and sharing of the data used to deliver targeted advertising continues to increase,or the use and adoption
292、 of consent/Do Not Track mechanisms increases as a result of industry regulatory and/or legal developments,and/or new technologies are developed and deployed that have a material impact on our ability to collect data,such developments could have a material adverse effect on our results of our operat
293、ions.Material defects,errors or disruptions in our software platform could harm our reputation,result in significant costs to us and impair our ability to sell our subscription services.The software applications underlying our subscription services are inherently complex and may contain material def
294、ects or errors,which may cause disruptions in availability,misallocation of advertising spend or other performance problems.Any such errors,defects,disruptions in service or other performance problems with our software platform,including those resulting from new versions or updates to our software p
295、latform or from changes or interruptions to third party applications or systems that we interconnect with,could negatively impact our customers businesses or the success of their advertising campaigns and cause harm to our reputation.If we have any errors,defects,disruptions in service or other perf
296、ormance problems with our software platform,customers could elect not to renew or reduce their usage or delay or withhold payment to us,which could result in an increase in our provision for doubtful accounts or an increase in the length of collection cycles for accounts receivable.Errors,defects,di
297、sruptions in service or other performance problems could also result in customers making warranty or other claims against us,us providing refunds or credits to our customers toward future advertising spend,or costly litigation.We implement bug fixes and upgrades as part of our regularly scheduled sy
298、stem maintenance.If we do not complete this maintenance according to schedule or if customers are otherwise dissatisfied with the frequency and/or duration of our maintenance services,customers could elect not to renew,or delay or withhold payment to us,or cause us to issue credits,make refunds or p
299、ay penalties.On occasion,we have granted credits to some of our customers in connection with product issues that resulted in unexpected ad spending,and we may agree to grant certain credits in the future,particularly as we gain experience with new products and features.After the release of new versi
300、ons of our software or new products or features,defects or errors may be identified from time to time by our internal team and by our customers.We have recently launched our new MarinOne Budget Optimizer solution and we may observe performance issues with the product as it becomes more widely deploy
301、ed with more customers and in more use cases.Changes or interruptions to third party applications or systems that we interconnect with could cause us to incur significant time and expense to remedy such issues or develop integrations with other third-party suppliers.As a result,material defects or e
302、rrors in our platform could have a material adverse impact on our business and financial performance.We primarily derive our revenues from a single software platform and any factor adversely affecting subscriptions to our platform could harm our business and operating results.We primarily derive our
303、 revenues from sales of a single software platform.As such,any factor adversely affecting subscriptions to our platform,including product release cycles,market acceptance,product competition,performance and reliability,reputation,price competition,and economic and market conditions,could harm our bu
304、siness and operating results.If mobile connected devices,their operating systems or content distribution channels,including those controlled by our competitors,develop in ways that prevent our advertising campaigns from being delivered to their users,our ability to grow our business will be impaired
305、.Our success in the mobile channel depends upon the ability of our technology platform to integrate with mobile inventory suppliers and provide advertising for most mobile connected devices,as well as the major operating systems that run on them and the applications that are downloaded onto them.For
306、 example,the release of iOS 14 brought with it a number of new changes,including the need for app users to opt-in before their IDFA,can be accessed by an app(which was released April 26,2021).Apples IDFA is a string of numbers and letters assigned to Apple devices which advertisers use to identify a
307、pp users to deliver personalized and targeted advertising.Although we do not rely heavily on IDFA,low opt-in rates to grant IDFA access may result in advertisers rethinking their conversion tracking strategy.Any reduced ability of advertisers to accurately target and measure their advertising campai
308、gns may cause spend fluctuations.Further,the design of mobile devices and operating systems is controlled by third parties with whom we do not have any formal relationships.These parties frequently introduce new devices,and from time to time they may introduce new operating systems or modify existin
309、g ones.Network carriers may also impact the ability to access specified content on mobile devices.If our solution were unable to work on these devices or operating systems,either because of technological constraints or because an operating system or app developer,device maker or carrier wished to im
310、pair our ability to purchase inventory and provide advertisements,our ability to generate revenue could be significantly harmed.2025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm31/75182025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002
311、/000095017024019131/mrin-20231231.htm32/75Table of ContentsIf our security measures are breached or unauthorized access to customer data or our data is otherwise obtained,our solutions may be perceived as not being secure,customers may reduce the use of or stop using our solutions and we may incur s
312、ignificant liabilities.In the ordinary course of our business,we maintain sensitive data on our networks,including our intellectual property and proprietary or confidential business information relating to our business and that of our customers and business partners.The secure maintenance of this in
313、formation is critical to our business and reputation.Despite the implementation of security measures,our internal information technology systems and infrastructure,and those of our current and any future third parties on which we rely,are vulnerable to breakdown or other damage or interruption from
314、service interruptions,system malfunction,computer viruses,malware,natural disasters,terrorism,war,telecommunication and electrical failures,cyber-attacks or cyber-intrusions over the Internet(including harmful attachments to emails,ransomware,denial-of-service attacks,social engineering,and other me
315、ans to affect service reliability and threaten the confidentiality,integrity,and availability of information),by persons inside our organization,or by persons with access to systems inside our organization.Any of the foregoing may compromise our system infrastructure,or that of our third-party partn
316、ers and other contractors and consultants,or lead to data leakage.The risk of a security breach or disruption,particularly through cyber-attacks or cyber-intrusion,including by computer hackers,foreign governments,and cyber terrorists,has generally increased as the number,intensity and sophisticatio
317、n of attempted attacks and intrusions from around the world have increased.We may not be able to anticipate all types of security threats,and we may not be able to implement preventive measures effective against all such security threats.The techniques used by cyber criminals change frequently,may n
318、ot be recognized until launched,and can originate from a wide variety of sources.In addition,the prevalent use of mobile devices that access confidential information increases the risk of data security breaches,which could lead to the loss of confidential information or other intellectual property.B
319、ecause techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target,we may be unable to anticipate these techniques or to implement adequate preventative measures.Third parties may also attempt to fraudulently
320、 induce employees or customers into disclosing sensitive information such as usernames,passwords or other information in order to gain access to our customers data or our data,including intellectual property and other confidential business information.Moreover,many of our employees,service providers
321、 and third parties work more frequently on a remote basis,which may involve relying on less secure systems and may increase the risk of,and susceptibility to,cybersecurity related incidents.We cannot guarantee these private work environments and electronic connections to our work environment have th
322、e same robust security measures deployed in our physical offices.If an actual or perceived breach of our security occurs,the market perception of the effectiveness of our security measures could be harmed,we could lose potential sales and existing customers or we could incur other liabilities,which
323、could adversely affect our business.The costs to us to mitigate network security problems,bugs,viruses,worms,malicious software programs and security vulnerabilities could be material,and although we have implemented security measures to protect our data security and information technology systems,o
324、ur efforts to address these problems may not be successful,and these problems could result in unexpected interruptions,delays,cessation of service and other harm to our business and our competitive position.If the information technology systems of our third-party partners and other contractors and c
325、onsultants become subject to disruptions or security breaches,we may have insufficient recourse against such third parties and we may have to expend significant resources to mitigate the impact of such an event,and to develop and implement protections to prevent future events of this nature from occ
326、urring.We and our third-party service providers regularly defend against and respond to data security incidents,and we cannot assure you that our data protection efforts and our investment in information technology will prevent significant breakdowns,data leakages,breaches in our systems,or those of
327、 our third-party partners and other contractors and consultants,or other cyber incidents that could have a material adverse effect upon our reputation,business,operations,or financial condition.If such an event were to occur that causes interruptions in our operations,or those of our third-party ven
328、dors and other contractors and consultants,it could result in a material disruption or delay of our product development programs.Furthermore,significant disruptions of our internal information technology systems or those of our third-party vendors and other contractors and consultants,or security br
329、eaches could result in the loss,misappropriation,and/or unauthorized access,use,or disclosure of,or the prevention of access to,confidential information(including trade secrets or other intellectual property,proprietary business information,and personal information),which could result in financial,l
330、egal,business,and reputational harm to us.If any such event,including a computer security breach,results in the unauthorized access,use or release of personally identifiable information,our reputation could be materially damaged.In addition,such a breach may require notification to governmental agen
331、cies,the media or individuals pursuant to various federal and state privacy and security laws(and other similar non-U.S.laws),subject us to mandatory corrective action,and otherwise subject us to liability under laws and regulations that protect the privacy and security of personal information.For e
332、xample,data breaches frequently result in regulatory actions and commercial and class action litigation based on a variety of laws and legal duties,such as the CCPA,which provides for a private right of action in the event of certain data security breaches.Such actions could result in significant le
333、gal and financial exposure and reputational damages that could have a material adverse effect on our business,results of operations,prospects and financial condition.2025/1/3 17:0910-Khttps:/www.sec.gov/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm33/75In addition,our insurance may not cover all costs from a security incident or breach.The assertion of a claim against our insura
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