Cardlytics Files 8-K on Material Agreement & Financials

TL;DR

**Cardlytics just dropped an 8-K about a new material deal and financial update, watch for details!**

AI Summary

Cardlytics, Inc. filed an 8-K on January 29, 2024, reporting an "Entry into a Material Definitive Agreement" and "Results of Operations and Financial Condition" as of January 25, 2024. This filing indicates that the company has entered into a significant new agreement and is providing an update on its financial performance. For investors, this matters because material agreements can significantly impact future revenue and profitability, while updated financial conditions offer a snapshot of the company's health, potentially influencing stock valuation.

Why It Matters

This filing signals a potentially significant business development and provides an update on the company's financial health, which could impact its stock price and future growth prospects.

Risk Assessment

Risk Level: medium — The filing mentions a 'Material Definitive Agreement' and 'Results of Operations and Financial Condition' without specific details, creating uncertainty about the nature and impact of these events.

Analyst Insight

Investors should await further details on the 'Material Definitive Agreement' and 'Results of Operations and Financial Condition' to assess their impact before making investment decisions. This filing is a heads-up, not a full disclosure.

Key Players & Entities

• Cardlytics, Inc. (company) — the registrant filing the 8-K
• January 25, 2024 (date) — date of the earliest event reported
• January 29, 2024 (date) — date the 8-K was filed
• 001-38386 (string) — Commission File Number for Cardlytics, Inc.
• CDLX (string) — Trading symbol for Cardlytics, Inc. Common Stock
• The Nasdaq Stock Market LLC (company) — exchange where Cardlytics Common Stock is registered

FAQ

Key Financial Figures

• $25.0 million — nt Agreement, the Company agreed to pay $25.0 million in cash and issue 3.6 million shares of
• $0 — ares of Company common stock, par value $0.0001, to SRS. For the cash payment, the
• $20.0 million — ment, the Company has agreed to pay SRS $20.0 million by January 30, 2024, $3.0 million by Ja
• $3.0 million — SRS $20.0 million by January 30, 2024, $3.0 million by January 31, 2025, and $2.0 million b
• $2.0 million — , $3.0 million by January 31, 2025, and $2.0 million by June 30, 2025. For the equity issuan

Filing Documents

• cdlx-20240125.htm (8-K) — 32KB
• cdlx_exx101xsettlementagre.htm (EX-10.1) — 35KB
• cdlx_exx991x12024xsrsresol.htm (EX-99.1) — 25KB
• cdlx-20240125_g1.jpg (GRAPHIC) — 26KB
• 0001666071-24-000025.txt ( ) — 324KB
• cdlx-20240125.xsd (EX-101.SCH) — 3KB
• cdlx-20240125_def.xml (EX-101.DEF) — 14KB
• cdlx-20240125_lab.xml (EX-101.LAB) — 28KB
• cdlx-20240125_pre.xml (EX-101.PRE) — 15KB
• cdlx-20240125_htm.xml (XML) — 3KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On January 25, 2024, Cardlytics, Inc. (the "Company") and Shareholder Representative Services LLC ("SRS") entered into a settlement agreement (the "Settlement Agreement") resolving all disputes between the parties related to the Agreement and Plan of Merger dated as of April 12, 2021, as amended, by and among the Company, Bridg, Inc., Mr. T Merger Sub, Inc, and SRS (the "Merger Agreement"), including all disputes related to the First Anniversary Payment Amount and the Second Anniversary Payment Amount, which are the two earnout payments contemplated by the Merger Agreement. Pursuant to the Settlement Agreement, the Company agreed to pay $25.0 million in cash and issue 3.6 million shares of Company common stock, par value $0.0001, to SRS. For the cash payment, the Company has agreed to pay SRS $20.0 million by January 30, 2024, $3.0 million by January 31, 2025, and $2.0 million by June 30, 2025. For the equity issuance, the Company has agreed to issue 3.6 million shares of the Company's common stock by February 4, 2024. The Settlement Agreement contains broad releases of the parties and their affiliates and representatives, including releases of all claims related to the Merger Agreement, the First Anniversary Payment Amount, and the Second Anniversary Payment Amount, as well as a customary covenant not to sue. The Settlement Agreement further requires the Company to dismiss its lawsuit against SRS in the Delaware Court of Chancery, captioned Cardlytics, Inc. v. Shareholder Representative Services LLC, C.A. No. 2023-0531-MAA, with prejudice. The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On January 29, 2024, the Company issued a press release announcing the Company's entry into the Settlement Agreement described above, as well as the Company's preliminary and unaudited financial results for the fourth quarter of 2023. The Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit Exhibit Description 10.1 Settlement Agreement by and between the Company and Shareholder Representative Services LLC, dated as of January 25, 2024* 99.1 Press release dated January 29, 2024 * Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC, certain exhibits and schedules to the Settlement Agreement have been omitted. The Company hereby agrees to furnish supplementally to the SEC, upon its request, any or all of such omitted exhibits or schedules.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Cardlytics, Inc. Date: January 29, 2024 By: /s/ Alexis DeSieno Alexis DeSieno Chief Financial Officer (Principal Financial and Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR