MARCHEX INC 8-K

What Happened

• Marchex, Inc. announced on July 1, 2026 that it closed the previously announced acquisition of 100% of Archenia, Inc., a performance-based marketing technology company focused on AI-driven customer qualification and high-intent consumer interactions.
• As purchase consideration, Marchex issued an aggregate $10.0 million in convertible promissory notes to the sellers (which include Chairman Russell C. Horowitz, Vice Chairman Michael Arends, and another accredited investor). The Notes bear 6% interest, are payable in three equal tranches at the 12-, 18- and 24-month anniversaries of closing, and are convertible into Marchex Class B common stock at $1.80 per share. The Notes contain customary default provisions allowing acceleration of principal and accrued interest.
• The Stock Purchase Agreement also provides for potential additional stock consideration: for each of the first and second 12-month periods after closing, if Archenia’s revenue or Adjusted EBITDA exceed prior-period amounts and certain integration or customer retention targets are met, Marchex will issue an aggregate 2 million Class B shares for each period (up to 4 million shares total).
• The acquisition and related proposals were approved by Marchex stockholders at a Special Meeting held July 1, 2026 (Stock Purchase Proposal approved ~99.9% under both required votes). Audited financial statements of Archenia for the year ended December 31, 2025 are filed as an exhibit to the 8-K.

Key Details

• Closing date: July 1, 2026; acquisition of 100% of Archenia, Inc.
• Consideration: $10.0M aggregate convertible promissory notes, 6% interest, payable in three equal tranches at 12/18/24 months; conversion price $1.80/share.
• Potential additional consideration: up to 2 million Class B shares each for the first and second 12-month periods (contingent on revenue/Adjusted EBITDA and integration/retention targets).
• Stockholder vote: Stock Purchase Proposal approved — total votes For: 151,454,493; Against: 25,074. Disinterested votes For: 32,537,021; Against: 25,074.

Why It Matters

• This acquisition adds AI and natural-language analytics capabilities to Marchex’s portfolio and brings new marketing-technology assets and revenue streams into the company.
• It creates a near-term financial obligation ($10M in convertible notes with 6% interest) that can convert into equity at $1.80/share — if fully converted, the notes alone would represent material potential dilution (~5.56 million shares before interest). Additional earnout shares (up to 4 million) could increase dilution if performance targets are met.
• Stockholder approval is complete and audited Archenia financials are provided, so investors have the required disclosures to evaluate the deal’s financial impact.