1、 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 31,2023ORTransition report pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934Commissio
2、n 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.EmployerIdentification No.)149 New Montgomery Street,4th FloorSan Francisco,California,94105(Address of princ
3、ipal 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 exchange on which registeredCommon stock,par value$0.001 per shareMRINThe Nasdaq Capital Market Securities
4、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 by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of
5、 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(or for such shorter period that the Registrant was required to file such reports),and(2)has been subject
6、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 Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter pe
7、riod 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 smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accele
8、rated 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 Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected
9、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 the registrant has filed a report on and attestation to its managements assessment of the effectiveness
10、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 securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financi
11、al 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 are restatements that required a recovery analysis of incentive-based compensation received by any of the
12、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).Yes No Based on the closing price of the registrants Common Stock on The Nasdaq Global Market of$0.59 on t
13、he 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 million.Shares of the registrants Common Stock held by each executive officer and director were excluded
14、in that such persons may be deemed to be affiliates.This determination of affiliate status is not necessarily a conclusive determination for other purposes.As of February 15,2024,there were approximately 18,067,139 shares of the registrants Common Stock outstanding.DOCUMENTS INCORPORATED BY REFERENC
15、EPortions of the Registrants definitive proxy statement for its 2024 Annual Meeting of Stockholders(“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 inform
16、ation specifically incorporated by reference in this Form 10-K,the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K.Table of ContentsMARIN SOFTWARE INCORPORATEDTABLE OF CONTENTS PagePART I.4Item 1.Business 4Item 1A.Risk Factors 8Item 1B.Unresolved Staff Comments 3
17、1Item 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 Analysis of Finan
18、cial 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 Procedures 45Item 9B
19、.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 Related Stockholde
20、r 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 2Table of ContentsFORWARD-LOOKING STATEMENTSThis An
21、nual Report on Form 10-K,including the“Managements Discussion and Analysis of Financial Condition and Results of Operations,”contains forward-looking statements regarding future events and our future results,including,among other things,statements regarding our business,the capabilities of our techn
22、ology 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 condition,that are subject to the safe harbors created under the Securities Act of 1933,as amended,and the Securities Exch
23、ange 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 of operations and financial position,our business strategy and plans,and our objectives for future operations,are forward
24、-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.The words“believe,”“may,”“potentially,”“will,”“estimate,”“continue,”“anticipate,”“intend,”“could,”“should,”“would,”“project,”“plan,”“predict,”“expect,”“seek,”“likely,”and similar expressions are intended t
25、o identify forward-looking statements.We have based these forward-looking statements largely on our current expectations,estimates and projections about future events and trends that we believe may affect our financial condition,results of operations,business strategy,short-term and long-term busine
26、ss 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 Report on Form 10-K or the time of the documents incorporated by reference.Such forward-looking statements are only pre
27、dictions,which may differ materially from actual results or future events.Although we believe that our expectations,estimates and projections reflected in the forward-looking statements are reasonable,we cannot be sure that they will be achieved.These forward-looking statements are subject to a numb
28、er 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 emerge from time to time,including the economic risk of continuing inflation or the extent and duration of any recessio
29、n.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,may cause actual results to differ materially from those contained in any forward-looking statements we may make.In lig
30、ht 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 those anticipated or implied in the forward-looking statements.We undertake no obligation to revise or publicly release th
31、e 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 such forward-looking statements.As used in this report,the terms“Marin,”“Marin Software,”“Registrant,”“we,”“us,”“our,”and t
32、he“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 year ended December 31,2023 and the year ended December 31,2022,respectively.3Table of ContentsPART IITEM 1.BUSINESSWe are
33、a leading provider of digital marketing software for search,social,and eCommerce 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 ma
34、rketing professionals,allowing them to manage their digital advertising spend 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 indus
35、tries.We believe this makes us one of the largest independent advertising cloud 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
36、 intuitive user interface and underlying technology that streamlines and automates 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 rev
37、enue outcomes using our predictive bid management technology.Advertisers use 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,
38、Criteo,Facebook(Meta Platforms,Inc.or Meta),Google,Instacart,Instagram,LinkedIn,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
39、customers to measure the return on investment of their marketing programs more 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 o
40、ur customers to simultaneously run large-scale digital advertising campaigns 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 publi
41、shers and channels to achieve their business goals.This technology can help 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 m
42、easure,manage,and optimize digital advertising spend to achieve desired business 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 impr
43、ove the performance of their online advertising campaigns,realize efficiencies 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 manage
44、d services for search,social,and eCommerce.Our platform offers the following 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
45、we believe can improve financial performance and efficiencies.Forecasting capabilities 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-chan
46、nel performance trends,which we believe can lead to improved visibility and 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 efficienci
47、es and increasing flexibility.Our goal is to complement and enhance the tools 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 rev
48、enue,cost and audience data from various sources such as advertisement servers,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 th
49、eir digital advertising campaigns.4Table of ContentsTechnology and Supporting PlatformWe designed our cloud-based platform to support large global advertisers.The majority of our software is written in Java.Our hardware consists of industry-standard servers and network infrastructure.Our standard op
50、erating system is Linux.Our software platform is character-set,language,currency,and time-zone independent.Our technology platform has the following key benefits:Scalability.Our platform is designed to handle billions of advertising units across thousands of advertisers,while delivering a responsive
51、 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 to accommodate the demand.Availability.Our customers are highly dependent on the availability of our platform,which is designed to be a
52、vailable 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 physical security.Security.Our platform manages a large quantity of customer data.We employ technologies,policies and procedures to protect c
53、ustomer 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.We are continuously upgrading our software platform in a manner that we believe will cost-effectively extend the scalability,speed,res
54、iliency and availability of our services and facilitate our ability to add new features to our products.Strategic AgreementsWe have entered into long-term strategic agreements with certain leading search publishers.Under these strategic agreements,we receive consideration based on a percentage of th
55、e 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 date of October 1,2021 for a three-year term continuing until September 30,2024.Under this new Google Revenue Share Agreement,we are elig
56、ible 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 the right to terminate this new Google Revenue Share Agreement in certain circumstances.Any termination or amendment of this agreement,a
57、ny 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 September 30,2024,would have a material adverse effect on our results of operations.CustomersWe market and sell our technology solutions to ad
58、vertisers directly and through advertising agencies that use our platform on behalf of their customers.Advertisers that we serve through our relationships with agencies generally represented approximately one-third to one-quarter of our overall revenues.We also generate revenues from leading publish
59、ers through our long-term strategic agreements.CompetitionThe digital advertising cloud market is highly competitive,fragmented,and subject to changes in both technology and customer behavior.We face significant competition today and expect competition to intensify in the future.To maintain and impr
60、ove 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 timely and efficient manner.We currently compete with large,well-established companies,such as Adobe Systems Incorporated,Meta Platform
61、s,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 publishers and custom solutions,including spreadsheets.We believe that our most significant competition comes from the SA360 product that is o
62、ffered 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 following:solution quality,breadth,stability,flexibility and functionality;tangible platform benefits;level of customer satisfaction an
63、d our ability to respond to customer needs rapidly;breadth and quality of advertiser and agency relationships;ability to innovate and develop new or improved products and features while maintaining platform speed and stability;ability to respond to changes in publishers application programming inter
64、faces;brand awareness and reputation;andsize of customer base.Apart from cross-channel platform competitors,we also compete with channel solutions in the social advertising market.Competitors in the social advertising market include companies such as Salesforce,Inc.and Smartly.io.Competitors also in
65、clude companies in the marketing data pipeline market such as Funnel,NinjaCat and Supermetrics.Our 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 custo
66、mer support.5Table 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 three to nine months.The sales team is respo
67、nsible 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 team provides thought leadership in the form
68、 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.Research and DevelopmentOur research and develo
69、pment 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 project teams that focus on platform and featur
70、e 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 a number of laws and regulations that affect
71、 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 the SaaS and advertising industries and the In
72、ternet 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,pricing,taxation,content regulation,quality
73、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 their anticompetitive business practices and cond
74、uct 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 adopted at the national and state level in th
75、e 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 data companies collect,how it is used,and the r
76、ight 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 special requirements for California consumers u
77、nder 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 California Privacy Rights Act(CPRA),Virginia C
78、onsumer 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 consumers with the right to know what personal data c
79、ompanies 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 Regulation(GPDR),which went into effect in May 20
80、18 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 to obtain consent from any consumers in certai
81、n 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 contracts for data transfers from the EU.The standa
82、rd 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 or regulatory investigations or fines.The GD
83、PR 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 services,the geographical location or segreg
84、ation 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 have similar requirements to those noted above
85、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.6Table of ContentsHuman Capital ResourcesOur employees are our greatest asset.Our performance depends upon identifying,attracting,developing,motivat
86、ing and retaining a highly skilled workforce 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 Demogra
87、phicsAs of December 31,2023,we had a total 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 employ
88、ees located in Europe and approximately 26%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 admi
89、nistrative teams.We are focused on retaining 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 f
90、air compensation and benefits that support 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 othe
91、r short-term incentives,and equity grants and 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
92、 success depends upon on our employees understanding 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,regula
93、r company-wide call on a variety of topics 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 an
94、d equal treatment,regardless of gender,race,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 compe
95、tition and trade secret laws,as well as confidentiality 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 conne
96、ction with our products and services,including 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 a
97、nd the European Union.We have also registered 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
98、the Investor Center section of our website,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,
99、Current Reports on Form 8-K,and any amendments 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 materi
100、als that we file with the SEC at its website 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 N
101、ews”and“Events&Presentations”sections of our 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.7Table of ContentsITEM 1A.RISK FACTORSInvesting in our common stock involves a high
102、 degree of risk.You should carefully consider the risks and uncertainties described below,together with all of the other information 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 co
103、mmon stock.The risks and uncertainties summarized and described below are not the only ones we face.Additional risks and uncertainties 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 busines
104、s,financial condition,operating results and prospects could be materially and adversely affected.In that event,the price of our common 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
105、 history of recurring losses and negative operating cash flows raises substantial doubt about our ability to continue as a going concern 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
106、 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 sustain our business operations.We may require additional capital to sustain and grow our business,and this capital
107、 might not be available on acceptable terms,if at all.We may experience quarterly fluctuations in our operating results due to a number of factors,including general macroeconomic conditions such as inflation or any recession,which make our future results difficult to predict.Risks Related to our Bus
108、iness and MarketIf the market for digital advertising slows or declines,our business,growth prospects,and financial condition would be adversely affected.We must develop and introduce enhancements and new features that achieve market acceptance or that keep pace with technological developments to re
109、main competitive in our evolving industry.If 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.Our ability to sustain and grow our business depends i
110、n part on the success of our relationships with advertising agencies and our strategic relationships with third parties.We have recognized a significant percentage of our revenues during recent periods from our strategic relationship with Google,and any adverse change in such relationship or failure
111、 to renew such relationship beyond the currently scheduled September 30,2024 expiration date could have a material adverse effect on 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.O
112、ur business depends on our customers continued willingness to manage advertising spend on our platform.Operational RisksOur business depends on retaining qualified personnel,and turnover may result in operational inefficiencies that could negatively affect our business.In July 2023,we commenced a si
113、gnificant reduction-in-force to reduce our expenses.These changes could be disruptive to our operations and could have a material adverse 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 i
114、f we do not maintain the advertiser relationship over time.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.Any decrease in our customers use of search advertising or our
115、inability to further penetrate social and eCommerce advertising channels would harm our business.Our sales cycle can be long and unpredictable and require considerable time and expense,which may cause our operating results to fluctuate.Our ability to generate revenue depends on our collection of sig
116、nificant amounts of data from various sources.8Table 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 our subscription services.If mobile connected devices,their operating systems or
117、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 our security measures are breached or unauthorized access to customer data or ou
118、r 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 centers to deliver our services.Any disruption of service at these facilities could h
119、arm 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 infrastructures.If we cannot efficiently implement our solutions for our customers,we
120、 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 adversely affect our relationships with our customers and harm our financial results.An
121、y 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 foreign government regulation and enforcement of data practices and data tracking tec
122、hnologies 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 limiting the growth of our markets.If our customers fail to abide by applicable priv
123、acy 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 implemented in the future that could affect demand for our platform and our ability to acce
124、ss 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 accurately or timely report our financial condition or results of operations,which may
125、 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 been below$1.00 for more than 30 consecutive business days and,as a result,we have
126、 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 our common stock,which would have an adverse effect on the trading volume,liquidit
127、y 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 and may continue to be subject to wide fluctuations due to circumstances beyond our
128、 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.9Table of ContentsRISK FACTORSRisks Related to our Financial Condition and Future Operating ResultsOur history of recurring losses and negative
129、operating cash flows raises substantial doubt about our ability to continue as a going concern unless we can increase 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 incorp
130、oration in 2006.We experienced a net loss of$21.9 million during the year ended December 31,2023 and a net loss of$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 ac
131、cumulated deficit were due largely to declining revenues and the investments we have made to attempt to grow our 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
132、last several years,decreasing from$30.0 million in 2020,$24.4 million in 2021,$20.0 million in 2022 and to$17.7 million 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 o
133、f liquidity,including additional equity and debt financing,there is no assurance that any additional financing will 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
134、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 is substantially dependent upon our ability to manage our cash flows,including the effectiveness of cost saving measures that we implemented in
135、the second half of 2023,as well as our ability to maintain our strategic partnerships,improve customer retention 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 ad
136、ditional capital,it is probable that we may be required to initiate further cost savings activities,extend payment 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
137、is substantial doubt about our ability to continue as a going concern for one year after the filing date of the accompanying 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
138、going concern basis assumes that we will continue in operation for the next 12 months and that we will be able to 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 d
139、o not include any adjustments that might be necessary if we are unable to continue as a going concern.These adjustments 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 reduc
140、e our expenses,change our business plans,sell additional securities,sell assets or borrow additional funds to sustain 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 fl
141、ow to fund our sales and marketing activities,research and development initiatives and other business activities.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 ab
142、out our ability to continue as a going concern.Our ability to continue as a going concern and grow our business and 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 atte
143、mpt to increase our market share for our current services through sales and marketing efforts,continue development 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 cond
144、itions worsen.If we do not realize increases in our revenue,we may need to further reduce our expenses through additional 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 co
145、mmenced the 2023 Restructuring Plan,described in Note 1 of our accompanying consolidated financial statements,under 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
146、costcutting measures.Further,there is no guarantee that we will be able to issue additional securities or sell assets 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
147、 is subject to a number of uncertainties,including but not limited to,the market demand for our stock,our financial performance and outlook,the market demand for products and services,and adverse market conditions.10Table of ContentsWe may require additional capital to sustain and grow our business,
148、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 challenges,including the need to develop new features or enhance our existing platform,continue the
149、 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 issuance of equity or convertible debt securities our existing stockholders could suffer significant
150、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 5.5 million shares of our common stock under equity distribution agreements with JMP Securities LLC
151、(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 that we issued under the equity distribution agreements during 2021 increased the number of outstan
152、ding 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 sold 1.1 million shares of our common stock under a new equity distribution agreement with JMP Securit
153、ies 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 weighted average sales price of$1.33 per share.In accordance with the SECs Instruction I.B.6 of Reg
154、istration 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 to approximately$22.8 million based on our market capitalization on the date we filed our Annual Rep
155、ort 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 financing under this facility may be adversely affected if our common stock is delisted from The Nasdaq
156、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 with the continued listing requirements of Nasdaq,Nasdaq may de-list our common stock,which would
157、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 lender for a loan in an aggregate principal amount of$3.3 million(the Loan),pursuant to the Paycheck Pr
158、otection 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 outstanding balance of$0.2 million in February 2022.The U.S.Department of the Treasury(the Treasury),and
159、 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 and complied with all requirements of the Payroll Protection Program,if the Treasury or the SBA dete
160、rmined 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 portion thereof.Any debt financing secured by us in the future could involve restrictive covenants
161、 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 addition,we may not be able to obtain additional financing on terms favorable to us,if at all.If we are
162、 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 significantly impaired.Our usage-based pricing model makes it difficult to forecast revenues from ou
163、r 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.This pricing model makes it difficult to accurately forecast revenues because our customers advertisi
164、ng 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 advertising budgets or other factors.The market for digital advertising may be adversely affected by
165、 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 digital advertising spend.Our subscription contracts with our direct advertiser customers generally c
166、ontain 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 platform fee may not be a good indicator of our revenues from that customer.In addition,advertiser
167、s 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 forecast revenues from these advertisers is difficult.If we incorrectly forecast revenues for these adver
168、tisers 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 expenses in adding infrastructure,without a commensurate increase in revenues,which would harm our
169、 gross margins and other operating results.11Table 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.Our quarterly
170、 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 revenues or opera
171、ting 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 operating results i
172、nclude 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 contractual rates
173、 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 by us or of n
174、ew 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 in July 2023
175、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 outages,platf
176、orm 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 consolidation among comp
177、etitors 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 control costs,
178、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 the factors
179、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.12Table of ContentsRisks Related to our Business and MarketIf
180、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 could be constrained by the level of acceptance and expansion of emerging cloud-based advertising channels,as well as the
181、 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 investments in solutions such as ours that help them manage their digital advertising spend across publisher platforms a
182、nd 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 or the entry of competitive solutions.The market for digital advertising may be adversely affected by adverse market c
183、onditions,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 digital advertising spend.Any expansion of the market for advertising cloud solutions depends on a number of factors,incl
184、uding 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 solutions,as well as the ability of cloud computing companies to address security and privacy concerns.Further,the clo
185、ud 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,disruptions in delivery or other problems,the market for cloud computing as a whole,including our applications,may be neg
186、atively 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 continue to encounter risks and difficulties frequently experienced by companies in rapidly developing and changing in
187、dustries,including hiring and retaining qualified employees,determining appropriate investments of our limited resources,market acceptance of our existing and future solutions,competition from established companies with greater financial and technical resources,acquiring and retaining customers,mana
188、ging customer deployments,making improvements to our existing products and developing new solutions.Our current operations infrastructure may require changes in order for us to achieve profitability and scale our operations efficiently.For example,we may need to automate portions of our solution to
189、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 predictability of our sales and reduce our sales cycle.In addition,from time to time,we may need to make additional investments
190、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 business and operations successfully and on a timely basis may be adversely affected by the restructuring plan that we comm
191、enced 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,our business may suffer,our revenue may decline and we may not be able to achieve growth or profitability.We cannot be
192、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 acceptance or that keep pace with technological developments to remain competitive in our evolving industry.We operate
193、 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 market acceptance of solutions based on new or alternative technologies,or the emergence of new industry standards could
194、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 and improve our existing cross-channel,cross-device,enterprise marketing software platform and to continually introduce
195、 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 terms of use.We have deployed our latest platform,MarinOne,and are in the process of deploying new features and services,i
196、ncluding 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 development efforts in more specific projects and initiatives.The success of these projects or any other enhancement or new solu
197、tion depends on several factors,including timely completion,adequate quality testing,effective migration of existing customers with minimal disruption and appropriate introduction and market acceptance.Any new platform or feature that we develop or acquire may not be introduced in a timely manner,ma
198、y 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 new products and features successfully and on a timely basis may be adversely affected by the restructuring plan that we
199、 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 acquire new offerings or features or enhance our existing platform to meet customer requirements,our business and operating
200、results will be adversely affected.13Table 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 depend on relationships with
201、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 the respective platforms standa
202、rd 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 terms and our business would be
203、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 for API access.Moreover,some
204、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 conditions.Currently,restrictions in th
205、ese 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 functionality that we would not other
206、wise 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 time to time and new versions of
207、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 to modify our software to acc
208、ommodate 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 recently released by Google.Any of
209、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 certain leading search publishers.
210、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 entered into our original revenue sh
211、are 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 30,2024.Under these Google Reve
212、nue 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 and$8.6 million,respectively,
213、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 agreement,any failure of us t
214、o 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 depends in part on the success of
215、 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 negotiating and documenting relatio
216、nships 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 working with our competitors or from
217、 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 services exclusively or primaril
218、y 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 agency is not liable for making p
219、ayment 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 some of our subscription service
220、s.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 operating results would suffe
221、r.14Table of ContentsOur ability to grow or sustain our business 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
222、technology and content.These relationships may not result 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 ba
223、sed on a percentage of the search advertising spend that is 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
224、 party from working with our competitors or from offering 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
225、may not be able to compete successfully against current and 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 an
226、d we expect competition to intensify in the future.We currently 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 p
227、ublishers and custom solutions,including spreadsheets.We believe 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
228、solutions,longer sales cycles or a decrease of our market 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 re
229、duced margins,including,among others:Google and other publishers 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,ma
230、rketing and technical resources than we do,allowing them to 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
231、Smartly.io,may devote greater resources to the development,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 sol
232、utions rather than paying for our solutions or may choose 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,resu
233、lts of operations and financial condition could be negatively 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 relate
234、d to certain of their 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.We are not a party to any s
235、uch lawsuits or investigations.As a participant in the digital 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 respondi
236、ng to such requests has caused us to incur,and may cause us to incur in the future from time to time,professional fees and other expenses in connection with responding to such requests.15Table of ContentsOur business depends on our customers continued willingness to manage advertising spend on our p
237、latform.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 advertiser customers,we offer our solutions primarily t
238、hrough 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 increase their advertising spend on our platform beyond
239、 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 obligation after the initial or then-current re
240、newal 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 largest customers,have contractual rights to termina
241、te 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 result of a number of factors,including,but not li
242、mited 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 customers strategies regarding digital advertising.We m
243、ay 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 for digital advertising or the global economy or r
244、eductions 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 based on changes in the market for digital advert
245、ising 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.Historically,economic downturns have resulted in overa
246、ll 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 and potential customers may elect to decrease thei
247、r 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 personnel,and turnover may result in operational inef
248、ficiencies 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 have experienced employee attrition and have cond
249、ucted 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 financial statements,under the heading“Liquidity.”We s
250、ubstantially 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 actions or employee attrition could have an adverse
251、 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 fully integrate new personnel or replicate the prior
252、 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 temporarily affect our financial performance and resu
253、lts 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 relationship with us at any time.Our business also
254、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 employees is particularly intense in our industr
255、y 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 customer relationships.Since the start of the COVID
256、-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 environment with a larger number of employees disp
257、ersed 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 productivity could negatively affect our future suc
258、cess,including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.16Table 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 relations
259、hip over time.Our operating results may 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
260、 into our platform and other implementation-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
261、 to use our platform to a level that generates 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 inve
262、stment;therefore,if a significant number 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 imp
263、airment expense for these upfront costs 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
264、in each quarter are derived from contracts 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 futu
265、re periods and the effect of significant 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 rap
266、idly,or at all,to take account of reduced 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 month
267、ly advertising spend.We have been dependent 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.Hist
268、orically,our customers have primarily used 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 c
269、ontinue to be the primary channel used by 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
270、revenues.In addition,our failure to achieve 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
271、,which may cause our operating results to 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 pr
272、ocess that frequently involves not only 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,
273、we sometimes offer an initial term,typically 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 prod
274、uce any sales.If our sales efforts result 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 cus
275、tomer are not realized in the time period 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
276、from various sources.Our ability to optimize 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 tracki
277、ng technologies,we collect information about 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 n
278、umber of factors,including consumer choice,restrictions imposed by advertisers and publishers,changes in technology,and new developments in laws,regulations,and industry standards.17Table of ContentsFor example,the release by Apple of its iOS 14 operating systems in April 2021 brought with it a numb
279、er of new changes,including the need for mobile app users to opt-in before their identifier for advertisers(IDFA),can be accessed 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 advert
280、ising.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 campaigns may cause spend fluctuations.If consumer resista
281、nce to the collection and sharing of the data used to deliver targeted advertising continues to increase,or the use and adoption 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 ma
282、terial impact on our ability to collect data,such developments could have a material adverse effect on our results of our operations.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 subscrip
283、tion services.The software applications underlying our subscription services are inherently complex and may contain material defects or errors,which may cause disruptions in availability,misallocation of advertising spend or other performance problems.Any such errors,defects,disruptions in service o
284、r other performance problems with our software platform,including those resulting from new versions or updates to our software platform 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
285、 their advertising campaigns and cause harm to our reputation.If we have any errors,defects,disruptions in service or other performance 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
286、 our provision for doubtful accounts or an increase in the length of collection cycles for accounts receivable.Errors,defects,disruptions 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 customer
287、s toward future advertising spend,or costly litigation.We implement bug fixes and upgrades as part of our regularly scheduled system 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 maintenan
288、ce services,customers could elect not to renew,or delay or withhold payment to us,or cause us to issue credits,make refunds or pay 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 gran
289、t certain credits in the future,particularly as we gain experience with new products and features.After the release of new versions 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 ou
290、r new MarinOne Budget Optimizer solution and we may observe performance issues with the product as it becomes more widely deployed 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 t
291、ime and expense to remedy such issues or develop integrations with other third-party suppliers.As a result,material defects or errors 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 an
292、y factor adversely affecting subscriptions to our platform could harm our business and operating results.We primarily derive our revenues from sales of a single software platform.As such,any factor adversely affecting subscriptions to our platform,including product release cycles,market acceptance,p
293、roduct competition,performance and reliability,reputation,price competition,and economic and market conditions,could harm our business and operating results.If mobile connected devices,their operating systems or content distribution channels,including those controlled by our competitors,develop in w
294、ays that prevent our advertising campaigns from being delivered to their users,our ability to grow our business will be impaired.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
295、connected devices,as well as the major operating systems that run on them and the applications that are downloaded onto them.For 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 rele
296、ased April 26,2021).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
297、 their conversion tracking strategy.Any reduced ability of advertisers to accurately target and measure their advertising campaigns 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
298、.These parties frequently introduce new devices,and from time to time they may introduce new operating systems or modify existing 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,
299、either because of technological constraints or because an operating system or app developer,device maker or carrier wished to impair our ability to purchase inventory and provide advertisements,our ability to generate revenue could be significantly harmed.18Table of ContentsIf our security measures
300、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.In the ordinary course of our business,we maintain sensitive
301、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 information is critical to our business and reputation.Despite the implementation of s
302、ecurity 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 service interruptions,system malfunction,computer viruses,malware,natural disasters,
303、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 means to affect service reliability and threaten the confidentiality,integrity,and ava
304、ilability 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 partners and other contractors and consultants,or lead to data leakage.The risk of a secu
305、rity 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 sophistication of attempted attacks and intrusions from around the world have increased.We may no
306、t 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 not be recognized until launched,and can originate from a wide variety of sources.In
307、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.Because techniques used to obtain unauthorized access or to sabotage systems change f
308、requently 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 induce employees or customers into disclosing sensitive information such as usernam
309、es,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 and third parties work more frequently on a remote basis,which may involve relying
310、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 the same robust security measures deployed in our physical offices.If an actual or per
311、ceived 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 could adversely affect our business.The costs to us to mitigate network security pro
312、blems,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,our efforts to address these problems may not be successful,and these problems could
313、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 consultants become subject to disruptions or security breaches,we may have insufficie
314、nt 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 occurring.We and our third-party service providers regularly defend against and respond
315、 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 our third-party partners and other contractors and consultants,or other cyber incid
316、ents 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 vendors and other contractors and consultants,it could result in a material disruption
317、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 breaches could result in the loss,misappropriation,and/or unauthorized access,use,or d
318、isclosure 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,legal,business,and reputational harm to us.If any such event,including a computer sec
319、urity 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 agencies,the media or individuals pursuant to various federal and state privacy and secu
320、rity 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 example,data breaches frequently result in regulatory actions and commercial and clas
321、s 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 legal and financial exposure and reputational damages that could have a material adver
322、se effect on our business,results of operations,prospects and financial condition.In addition,our insurance may not cover all costs from a security incident or breach.The assertion of a claim against our insurance policies could result in premium increases,imposition of a large deductible or other a
323、dverse circumstances.19Table of ContentsWe primarily use third-party data centers to deliver our services.Any disruption of service at these facilities could harm our business.We manage a significant portion of our services and serve substantially all of our customers from only a single third-party
324、data center facility.While we control the actual computer,network and storage systems upon which our platform runs,and deploy them to the data center facility,we do not control the operation of the facility.The owner of the facility has no obligation to renew the agreement with us on commercially re
325、asonable terms,or at all.If we are unable to renew the agreement on commercially reasonable terms,we may be required to transfer to a new facility or facilities,and we may incur significant costs and possible service interruption in connection with doing so.The facility is vulnerable to damage or se
326、rvice interruption resulting from human error,intentional bad acts,cyberattacks,earthquakes,hurricanes,floods,fires,war,terrorist attacks,power losses,hardware failures,systems failures,telecommunications failures and similar events.Moreover,while we have a disaster recovery plan in place,we do not
327、maintain a“hot failover”instance of our software platform permitting us to immediately switch over in the event of damage or service interruption at our data center.The occurrence of a natural disaster or an act of terrorism,any outages or vandalism or other misconduct,or a decision to close the fac
328、ility without adequate notice or other unanticipated problems could result in lengthy interruptions in our services.Any changes in service levels at the facility or any errors,defects,disruptions or other performance problems at or related to the facility that affect our services could harm our repu
329、tation and may damage our customers businesses.Interruptions in our services might reduce our revenues,subject us to potential liability,or result in reduced usage of our platform.In addition,some of our customer contracts require us to issue credits for downtime in excess of certain levels and in s
330、ome instances give our customers the ability to terminate their subscriptions.We also depend on third-party Internet-hosting providers and continuous and uninterrupted access to the Internet through third-party bandwidth providers to operate our business.If we lose the services of one or more of our
331、 Internet-hosting or bandwidth providers for any reason or if their services are disrupted,for example due to viruses or“denial-of-service”or other attacks on their systems,or due to human error,intentional bad acts,power loss,hardware failures,telecommunications failures,fires,wars,terrorist attack
332、s,floods,earthquakes,hurricanes,tornadoes or similar events,we could experience disruption in our ability to offer our solutions or we could be required to retain the services of replacement providers,which could increase our operating costs and harm our business and reputation.Depending upon the le
333、vel of our customers usage of our software platform,we may need to continually improve our hosting infrastructure to avoid service interruptions or slower system performance.We seek to maintain sufficient excess capacity in our infrastructure to meet the needs of all of our customers.We also seek to maintain excess capacity to facilitate the rapid provision of new customer deployments and the expa
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