SEATTLE: Marchex Inc. (NASDAQ: MCHX), a provider of AI-powered conversational intelligence, announced on Thursday it has entered into an agreement in principle to acquire Archenia, Inc., a performance-based customer acquisition company, in a deal structured to accelerate its push into AI-verified marketing outcomes.
The proposed transaction, valued around $10 million upfront, will see Marchex pay for Archenia using a convertible promissory note. The deal includes potential additional earn-outs of up to 4 million shares of Marchex’s Class B common stock if Archenia hits certain revenue and profit targets after the acquisition closes.
The move is aimed at creating a combined entity with an annualized revenue run rate of approximately $60 million, which Marchex believes can grow 15-20% in 2026. The company also anticipates Adjusted EBITDA margins trending to 10% or more next year.
“By integrating deep insights, automated actions, and verifiable outcomes, the potential combined company could have the opportunity to achieve greater revenue scale and growth, higher margins, expanded market reach, and enhanced strategic flexibility,” Marchex said in a statement.
The acquisition targets the rapidly emerging “Pay-Per-Event” model in marketing, where advertisers pay only for verified outcomes like sales or appointments, a core capability of Archenia’s AI-driven platform.
Deal Structure and Conditions
The consideration for 100% of Archenia’s stock consists of a $10 million convertible promissory note, bearing 6% interest, payable in three equal tranches over 24 months. The note’s principal and interest can be converted into Marchex’s Class B common stock at $1.80 per share.
Furthermore, for each of the first two years post-closing, Archenia’s sellers could receive an additional 2 million shares if the company exceeds specific revenue and Adjusted EBITDA thresholds to be finalized in a definitive agreement.
Because some of Archenia’s stockholders are related parties, a special committee of independent Marchex directors approved the agreement. The deal remains subject to several conditions, including the negotiation of a definitive purchase agreement, the receipt of audited financials for Archenia, a fairness opinion, and approval by a majority of Marchex’s disinterested stockholders.
If all conditions are met, the transaction is anticipated to close in the first half of 2026.
Strategic Rationale and Financials
Marchex believes the acquisition will significantly expand its addressable market by allowing it to bundle Archenia’s outcome-based solutions with its own conversational intelligence and analytics offerings.
Archenia, which uses AI and machine learning to qualify consumer intent in real-time, estimates its 2025 revenue will exceed $17 million, with positive Adjusted EBITDA. For the first nine months of 2025, it reported unaudited revenue of over $14 million.
The acquisition news accompanied Marchex’s third-quarter 2025 earnings, which showed GAAP revenue of $11.5 million, down from $12.6 million a year earlier. The company reported a net loss of $1.0 million but posted an Adjusted EBITDA gain of $0.6 million, or $1.1 million excluding reorganization costs.
“Based on this overall progress with accelerating sales bookings, which we anticipate can continue and compound, we believe we are gaining visibility on increased, sustainable sales growth moving into 2026,” said Troy Hartless, President of Marchex.
