{"url_path":"/sec/mchx/8-k/2026-07-01/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1224133/0001193125-26-292561-index.html","accession_number":"0001193125-26-292561","cik":"0001224133","ticker":"MCHX","issuer_name":"MARCHEX INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1224133/0001193125-26-292561-index.html","primary_entity_key":"0001224133","primary_entity_name":"MARCHEX INC"},"word_count":434,"has_tables":true,"body_markdown":"Item 2.01 Completion of Acquisition or Disposition of Assets.\n\nOn July 1, 2026 (the “Closing Date”), Marchex, Inc. (the “Company” or “Marchex”) consummated the previously-announced acquisition (the “Transaction”) of 100% of the outstanding shares of capital stock of Archenia, Inc. (“Archenia”) from its stockholders (the “Sellers”), which include Russell C. Horowitz, our Chairman, Michael Arends, our Vice Chairman, and another accredited investor, pursuant to that certain Stock Purchase Agreement, dated May 8, 2026 (the “Stock Purchase Agreement”), by and among the Company and the Sellers. The Stock Purchase Agreement was previously filed as an annex to the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2026 (the “Proxy Statement”).\n\n \n\nIn acquiring 100% of the outstanding shares of capital stock of Archenia, the Company indirectly acquired all of the assets that support Archenia’s business. Archenia is a performance-based marketing technology company focused on customer qualification and acquisition. Archenia transforms consumer intent into AI-verified, outcome-based results by leveraging AI, natural-language analytics, and automated decisioning to identify and deliver high-intent consumer interactions to advertisers.\n\n \n\nAs consideration for the Transaction and pursuant to the Stock Purchase Agreement, on the Closing Date the Company issued an aggregate of $10 million in convertible promissory notes issued to the Sellers (collectively, the “Notes”). The Notes bear interest at 6% and are payable in three equal tranches on the 12-, 18- and 24-month anniversaries of the Closing Date. Principal and interest under the Notes are convertible in whole or in part into shares of Marchex’s Class B common stock at $1.80 per share. The Notes also include customary events of default, including failure to pay amounts when due and certain bankruptcy or insolvency events. Upon an event of default, the outstanding principal and unpaid accrued interest may become immediately due and payable.\n\n \n\nAs additional consideration for the Transaction and pursuant to the Stock Purchase Agreement, for each of the first and second 12-month periods following the Closing Date, to the extent (1) Archenia’s revenue or Adjusted EBITDA exceed such amounts for the 12-month period prior to the Closing Date, and (2) Archenia achieves certain specified integration or customer retention targets, Marchex will issue to the Sellers an aggregate of 2 million shares of its Class B common stock for each such period.\n\n \n\nThe description of the Notes, the Stock Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Notes and the Stock Purchase Agreement, which are filed as exhibits hereto and incorporated by reference herein."}