Cardlytics Files 8-K for Material Definitive Agreement
Ticker: CDLX · Form: 8-K · Filed: Mar 18, 2024 · CIK: 1666071
| Field | Detail |
|---|---|
| Company | Cardlytics, Inc. (CDLX) |
| Form Type | 8-K |
| Filed Date | Mar 18, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $50.0 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, filing
Related Tickers: CDLX
TL;DR
Cardlytics signed a big deal, filing an 8-K on March 18, 2024.
AI Summary
On March 18, 2024, Cardlytics, Inc. filed an 8-K report to disclose its entry into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. Specific details of the agreement, including the counterparty and financial terms, are not provided in this excerpt.
Why It Matters
This filing indicates a significant new contract or partnership for Cardlytics, which could impact its future revenue and business operations.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement, which could represent a significant opportunity or risk depending on the terms not disclosed in this excerpt.
Key Players & Entities
- Cardlytics, Inc. (company) — Registrant
- March 18, 2024 (date) — Date of Report
FAQ
What is the nature of the material definitive agreement entered into by Cardlytics, Inc.?
The filing states that Cardlytics, Inc. entered into a material definitive agreement, but the specific details of this agreement are not provided in the excerpt.
When was this material definitive agreement reported?
The material definitive agreement was reported on March 18, 2024.
What is the exact name of the company filing this report?
The exact name of the company is Cardlytics, Inc.
What is the principal executive office address of Cardlytics, Inc.?
The principal executive office address is 675 Ponce de Leon Avenue NE, Suite 4100, Atlanta, Georgia 30308.
What is the telephone number for Cardlytics, Inc.?
The telephone number for Cardlytics, Inc. is (888) 798-5802.
Filing Stats: 910 words · 4 min read · ~3 pages · Grade level 11.6 · Accepted 2024-03-18 07:30:57
Key Financial Figures
- $50.0 million — a maximum aggregate offering amount of $50.0 million. The ATM Shares to be sold under the Eq
Filing Documents
- cdlx-20240318.htm (8-K) — 34KB
- a11equitydistributionagree.htm (EX-1.1) — 236KB
- a51cooleyllpopinion_032024.htm (EX-5.1) — 15KB
- a231cooleyllpconsent_032024.htm (EX-23.1) — 15KB
- cdlx-20240318_g1.jpg (GRAPHIC) — 26KB
- 0001666071-24-000039.txt ( ) — 569KB
- cdlx-20240318.xsd (EX-101.SCH) — 3KB
- cdlx-20240318_def.xml (EX-101.DEF) — 14KB
- cdlx-20240318_lab.xml (EX-101.LAB) — 25KB
- cdlx-20240318_pre.xml (EX-101.PRE) — 15KB
- cdlx-20240318_htm.xml (XML) — 3KB
01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On March 18, 2024, Cardlytics, Inc. (the "Company") entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with Evercore Group L.L.C., BofA Securities, Inc. and Cantor Fitzgerald & Co. (together, the "Sales Agents") as sales agents, pursuant to which the Company may issue and sell, from time to time, shares of its common stock (the "ATM Shares") up to a maximum aggregate offering amount of $50.0 million. The ATM Shares to be sold under the Equity Distribution Agreement, if any, will be issued and sold pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-276738), which was declared effective by the Securities Exchange Commission ("SEC") on February 9, 2024. The Company has filed a prospectus supplement with the SEC on March 18, 2024 in connection with the offer and sale of the ATM Shares pursuant to the Equity Distribution Agreement. The Company is not obligated to sell any ATM Shares under the Equity Distribution Agreement. Subject to the terms and conditions of the Equity Distribution Agreement, the Sales Agents will use commercially reasonable efforts, consistent with their normal trading and sales practices and applicable laws and regulations to sell ATM Shares from time to time based upon the Company's instructions, including any price, time or size limits specified by the Company, subject to certain limitations. Under the Equity Distribution Agreement, the Sales Agents may sell the ATM Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Market or sales made into any other existing trading market of the Company's common stock. The Company will pay the Sales Agents a commission of up to 3.0% of the gross proceeds from each sale of ATM Shares, reimburse certain legal fees and disbursements of the Sales
01 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit Exhibit Description 1.1 Equity Distribution Agreement dated March 18, 2024by and among Cardlytics, Inc. and Evercore Group L.L.C., BofA Securities, Inc. and Cantor Fitzgerald & Co. 5.1 Opinion of Cooley LLP. 23.1 Consent of Cooley LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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: March 18, 2024 By: /s/ Alexis DeSieno Alexis DeSieno Chief Financial Officer (Principal Financial and Accounting Officer)