MCHX MARCHEX INC
Price Chart
Executive Summary
Marchex is seeking stockholder approval to acquire Archenia, a performance-based marketing tech company, from insiders including its Chairman and Vice Chairman for $10M in convertible notes (6% interest, convertible at $1.80/share) plus up to 4M earn-out shares. The special committee and board unanimously recommend approval. The deal is structured as a related-party transaction with a fairness opinion from Craig-Hallum. Stockholder approval is required by both a majority of all shares and a majority excluding interested directors.
Key Financial Metrics
Actionable Insight
Monitor the July 1 special meeting vote; approval is likely given Horowitz's voting control (75.5%), but the majority-of-minority condition requires separate approval from shares excluding insiders. Key swing votes include Edenbrook Capital (9.3% voting power). If approved, the deal closes quickly; watch for conversion of notes into common stock and earn-out milestones over the next 24 months.
Key Facts
- Marchex to acquire Archenia for $10M in convertible promissory notes (6% interest, 3 tranches over 24 months) convertible at $1.80/share.
- Up to 4M additional earn-out shares (2M per 12-month period) contingent on revenue/EBITDA and integration/customer retention targets.
- Sellers include Russell Horowitz (Chairman, 75.5% voting power) and Michael Arends (Vice Chairman); special committee of independent directors negotiated the deal.
- Craig-Hallum provided fairness opinion deeming $16.52M total consideration (notes + max earn-out) fair from a financial point of view.
- Vote requires both a majority of all shares and a 'majority of the minority' excluding Horowitz and Arends; no appraisal rights.
- Special meeting on July 1, 2026; expected close promptly thereafter if approved.
- Archenia had 2025 revenue of $18.0M and net loss of $131K; pro forma combined revenue for 2025 would be $63.3M.
Financial Impact
Base consideration $10M in convertible notes (plus ~$150K annual interest); earn-out up to 4M shares (~9% dilution at current shares outstanding). Combined 2025 revenue $63.3M vs Marchex standalone $45.4M; combined net loss $5.97M.
Risk Factors
- Related-party transaction creates potential conflicts; earn-out metrics may be disputed.
- Archenia has a material weakness in internal controls and a history of limited audited financials.
- Conversion of notes and earn-out shares could dilute existing shareholders significantly.
- Integration and customer retention risks; 75% customer retention required for earn-out.
Market Snapshot
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFM14A Filing (Primary) | 0002077096-26-000195 |
| Document: 0002077096-26-000195-index-headers.html | 0002077096-26-000195 |
| Document: 0002077096-26-000195-index.html | 0002077096-26-000195 |
| Document: 0002077096-26-000195.txt | 0002077096-26-000195 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
|
Jun 5, 2026
4d ago
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DEFM14A
| $1.47 awaiting T+5 | awaiting T+5 | — | $1.53 (+4.08%) |
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May 26, 2026
14d ago
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PREM14A
| $1.63 $1.56 | ▼ −4.29% | ▼ −4.76% | $1.53 (−6.13%) |
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May 13, 2026
27d ago
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8-K
| $1.62 $1.67 | ▲ +3.09% | ▲ +3.80% | $1.53 (−5.56%) |
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May 13, 2026
27d ago
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DEFA14A
| $1.62 $1.67 | ▲ +3.09% | ▲ +3.80% | $1.53 (−5.56%) |
|
May 1, 2026
5w ago
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8-K
| $1.73 $1.60 | ▼ −7.51% | ▼ −10.45% | $1.53 (−11.56%) |
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Apr 17, 2026
7w ago
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10-K/A
| $1.72 $1.74 | ▲ +1.16% | ▲ +0.25% | $1.53 (−11.05%) |
US Market Status
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