Key Highlights

• Marchex completed the purchase of 100% of Archenia’s outstanding shares on July 1 2026.

• The transaction was funded with $10 million of 6% convertible notes convertible at $1.80 per Class B share.

• Shareholder approval reached approximately 99.9% under both voting thresholds.

• An earn‑out provision could issue up to 4 million additional Class B shares if revenue and EBITDA targets are met.

Marchex Inc. (NASDAQ: MCHX) announced the closing of its acquisition of Archenia Inc. On July 1 2026, acquiring all of the target’s equity. The deal integrates Archenia’s AI‑driven marketing platform into Marchex’s existing suite of performance‑based solutions.

Deal Structure

The purchase was financed through $10 million of convertible promissory notes issued to the sellers. Each note carries interest at 6% and will be repaid in three equal installments at twelve, eighteen and twenty‑four months following the closing.

Conversion Terms

Holdings under the notes may be exchanged, in whole or in part, for Marchex Class B common stock at a conversion price of $1.80 per share. The conversion feature provides the sellers with equity upside while aligning future performance incentives.

Earn‑Out Component

For each of the first two twelve‑month periods after closing, the agreement stipulates that if Archenia surpasses its prior‑year revenue or adjusted EBITDA and meets specified integration and retention milestones, Marchex will issue 2 million Class B shares to the sellers. The structure therefore allows a potential total of 4 million additional shares based on performance.

Shareholder Vote

A special meeting of shareholders on the closing date approved the transaction. The Stock Purchase Proposal received approximately 99.9% support under the simple majority test and the same level of approval under the minority‑shareholder test, confirming broad investor backing.

Strategic Rationale

Archenia’s technology leverages natural‑language analytics and automated decisioning to turn consumer intent into verified outcomes for advertisers. By adding this capability, Marchex aims to enhance its position in the AI‑enabled marketing sector and broaden its addressable market.

Outlook

With the acquisition complete, Marchex will focus on integrating Archenia’s platform and meeting the earn‑out thresholds. The combination of cash‑free financing through convertible notes and a performance‑based share award underscores the company’s commitment to growth without immediate cash outlay.

 

This article is for informational purposes only and does not constitute financial advice. Please consult a licensed financial adviser before making investment decisions.