# MARCHEX INC (MCHX) — capital_raise [pending]
Source: SEC API (secapi.ai) · situation sit_cfa197ae6f0448f04f25 · retrieved 2026-08-11T16:01:35.865Z

## Overview
Marchex Inc. is a conversation intelligence company that harnesses artificial intelligence and conversation intelligence to provide actionable insights derived from prescriptive vertical market data analytics, enabling organizations to optimize customer acquisitions and experiences.

On May 8, 2026, Marchex Inc. entered into a Stock Purchase Agreement to acquire 100% of Archenia, Inc. from stockholders including Chairman Russell C. Horowitz and Vice Chairman Michael Arends. Consideration consists of (a) $10 million in convertible promissory notes bearing 6% interest, payable in three equal tranches on the 12-, 18-, and 24-month anniversaries of closing, convertible into Class B common stock at $1.80 per share, and (b) up to 4 million shares of Class B common stock (valued at $6.52 million based on a 30-day VWAP of $1.63) as earnout consideration if Archenia achieves specified revenue/Adjusted EBITDA and integration/customer retention targets in each of the first two 12-month periods following closing. Stockholder approval, including a majority-of-the-minority vote excluding Horowitz and Arends, is required to close the transaction, with a special meeting scheduled for July 1, 2026.

## Terms
- Counterparty: Archenia, Inc. (stockholders including Russell C. Horowitz and Michael Arends) · Deal value: $16.5M · Consideration: mixed · Stake: 100% · Price/share: $1.8

## Key dates
- Announced 2026-06-05 · Record 2026-05-22 · Vote 2026-07-01 · Expiry 2026-09-30

## Timeline
- 2026-06-05 · DEFM14A (0002077096-26-000195): DEFM14A - MARCHEX INC — *Marchex Inc. is a conversation intelligence company that harnesses artificial intelligence and conversation intelligence to provide actionable insights derived from prescriptive vertical market data analytics, enabling organizations to optimize customer acquisitions and experiences.* On May 8, 2026, Marchex Inc. entered into a Stock Purchase Agreement to acquire 100% of Archenia, Inc. from stockholders including Chairman Russell C. Horowitz and Vice Chairman Michael Arends. Consideration consists of (a) $10 million in convertible promissory notes bearing 6% interest, payable in three equal tranches on the 12-, 18-, and 24-month anniversaries of closing, convertible into Class B common stock at $1.80 per share, and (b) up to 4 million shares of Class B common stock (valued at $6.52 million based on a 30-day VWAP of $1.63) as earnout consideration if Archenia achieves specified revenue/Adjusted EBITDA and integration/customer retention targets in each of the first two 12-month periods following closing. Stockholder approval, including a majority-of-the-minority vote excluding Horowitz and Arends, is required to close the transaction, with a special meeting scheduled for July 1, 2026.
  https://www.sec.gov/Archives/edgar/data/1224133/0002077096-26-000195.txt

## Citations
- 0002077096-26-000195 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000207709626000195