MARCHEX INC 8-K

What Happened

• Marchex, Inc. announced it entered into a Stock Purchase Agreement dated May 8, 2026 to acquire 100% of Archenia, Inc. The base purchase price is $10 million in convertible promissory notes with 6% interest, payable in three equal tranches at 12, 18 and 24 months after closing. Principal and interest on the notes are convertible into Marchex Class B common stock at $1.80 per share.
• In addition to the notes, Marchex will pay contingent earn-out consideration of up to 2 million Class B shares for each of the first and second 12‑month periods after closing (up to 4 million shares total) if Archenia’s revenue or Adjusted EBITDA exceed prior‑period levels and certain integration/customer retention targets are met. The company expects the transaction to close early in Q3 2026, subject to customary closing conditions and approval by a majority of disinterested Marchex stockholders.

Key Details

• SPA date: May 8, 2026; 8-K filed May 12, 2026.
• Purchase price: $10,000,000 in convertible promissory notes (6% interest), convertible at $1.80/share.
• Earn-out: Up to 2,000,000 Class B shares per year for two years (maximum 4,000,000 shares) tied to revenue/Adjusted EBITDA and integration/retention targets.
• Approval/Process: Special Committee of independent directors approved entering the SPA; Craig‑Hallum provided a fairness opinion and DLA Piper served as independent legal counsel. Closing requires disinterested stockholder approval.

Why It Matters

• This is an acquisition financing structured primarily with convertible debt and share‑based earn-outs, which could dilute existing Class B shareholders if conversions or earn-outs occur. Investors should watch the proxy filing for details and the shareholder vote requirement.
• The transaction could affect Marchex’s near-term cash flow (deferred note payments) and equity structure (potential conversion at $1.80 and up to 4M earn‑out shares). The company flagged forward‑looking risks and will file a proxy statement with more information—investors are urged to review that filing when available.