Cardlytics Inc
For the period ended Dec 31, 2024. Filed Mar 12, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 12, 2025
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Item 15. Exhibits, Financial Statement Schedules
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a)The following documents are filed as part of this Annual Report:
(i)Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm are shown in the Index to Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
(ii)All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(iii)Exhibits are incorporated herein by reference or are filed with this Annual Report as indicated below.
(b)Exhibits:
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Exhibit Description | Schedule/Form | FileNumber | Exhibit | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant | S-1 | 333-222531 | 3.2 | 1/12/2018 |
| 3.2 | Amended and Restated Bylaws of the Registrant | S-1 | 333-222531 | 3.4 | 1/12/2018 |
| 4.1 | Form of Common Stock Certificate of the Registrant | S-1/A | 333-222531 | 4.1 | 1/29/2018 |
| 4.2 | Description of Cardlytics, Inc. Common Stock | 10-K | 001-38386 | 4.3 | 3/3/2020 |
| 4.3 | Indenture, dated as of September 22, 2020, by and between the Registrant ant U.S. Bank National Association, as Trustee. | 8-K | 001-38386 | 4.1 | 9/22/2020 |
| 4.4 | Form of Global Note, representing the Registrant’s 1.00% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.4) | 8-K | 001-38386 | 4.2 | 9/22/2020 |
| 4.5 | Indenture, dated as of April 1, 2024, by and between the Registrant ant U.S. Bank National Association, as Trustee. | 8-K | 001-38386 | 4.1 | 4/1/2024 |
| 4.6 | Form of Global Note, representing the Registrant’s 4.25% Convertible Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.6) | 8-K | 001-38386 | 4.2 | 4/1/2024 |
| 10.1 | Office Lease Agreement, dated as of August 5, 2013, by and between the Registrant and Jamestown Ponce City Market, L.P. | S-1 | 333-222531 | 10.12 | 1/12/2018 |
| 10.2† | 2008 Stock Plan and Forms of Option Agreement, Notice of Stock Option Grant, Exercise Notice, Restricted Stock Unit Notice and Restricted Stock Unit Agreement thereunder, as amended to date | S-1/A | 333-222531 | 10.1 | 1/29/2018 |
| 10.3† | 2018 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice thereunder | S-1/A | 333-222531 | 10.2 | 1/29/2018 |
| 10.4† | 2018 Employee Stock Purchase Plan | S-1/A | 333-222531 | 10.3 | 1/29/2018 |
| 10.5† | Form of restricted securities unit award of the Registrant under 2018 Equity Incentive Plan | S-1 | 333-222531 | 10.8 | 1/12/2018 |
| 10.6† | Form of Indemnity Agreement by and between the Registrant and each of its directors and executive officers | S-1 | 333-222531 | 10.9 | 1/12/2018 |
| 10.7^ | Software License, Customization and Maintenance Agreement, dated as of November 4, 2010 by and between the Registrant and Bank of America, N.A., as amended to date | S-1 | 333-222531 | 10.16 | 1/12/2018 |
| 10.8^ | Master Agreement and Schedule #1 to the Master Agreement, dated May 3, 2018 and May 7, 2018, respectively, by and between the Company and JPMorgan Chase Bank, National Association | 10-Q | 001-38386 | 10.1 | 8/14/2018 |
| 10.9^ | 2018 Amendment to Schedule #1 to the Master Agreement, dated October 23, 2018, by and between the Registrant and JPMorgan Chase Bank, N.A. | 10-K | 001-38386 | 10.22 | 3/3/2020 |
| 10.10^ | Second Amendment to Schedule #1, dated June 4, 2020, among Cardlytics, Inc. and JPMorgan Chase Bank, National Association | 10-Q | 001-38386 | 10.1 | 8/4/2020 |
| 10.11^ | 2020 Amendment to General Services Agreement, dated December 2, 2020, by and between the Registrant and Bank of America, N.A. | 10-K | 001-38386 | 10.27 | 3/3/2021 |
| 10.12 | Consent to Loan and Security Agreement, dated as of March 5, 2021, by and among Cardlytics, Inc., as Borrower, BSpears Merger Sub II, LLC, as additional borrower, and Pacific Western Bank, as Lender | 10-Q | 001-38386 | 10.1 | 5/4/2021 |
| 10.13^ | Agreement and Plan of Merger, dated April 12, 2021, by and among Cardlytics, Inc., Bridg, Inc., Mr. T Merger Sub, Inc., and Shareholder Representative Services LLC | 8-K | 001-38386 | 10.1 | 11/18/2022 |
| 10.14^ | General Service Agreement dated as of July 7, 2022 by and between the Registrant and Bank of America, N.A. | 10-Q | 001-38386 | 10.2 | 8/2/2022 |
| 10.15^ | Statement of Work Agreement dated as of July 7, 2022 by and between the Registrant and Bank of America, N.A. | 10-Q | 001-38386 | 10.3 | 8/2/2022 |
| 10.16† | Offer Letter Agreement between Karim Temsamani and Cardlytics, Inc. | 10-Q | 001-38386 | 10.2 | 11/1/2022 |
| 10.17† | Severance Agreement between Karim Temsamani and Cardlytics, Inc. | 10-Q | 001-38386 | 10.3 | 11/1/2022 |
| 10.18† | Severance Agreement between Nick Lynton and Cardlytics, Inc. | 10-Q | 001-38386 | 10.4 | 11/1/2022 |
| 10.19† | 2022 Inducement Plan | 10-Q | 001-38386 | 10.7 | 11/1/2022 |
| 10.20† | Form of option grant notice and agreement under 2022 Inducement Plan | 10-Q | 001-38386 | 10.8 | 11/1/2022 |
| 10.21† | Form of restricted stock unit grant notice and agreement under 2022 Inducement Plan | 10-Q | 001-38386 | 10.9 | 11/1/2022 |
| 10.22† | Offer Letter Agreement between Amit Gupta and Cardlytics, Inc. | 10-K | 001-38386 | 10.41 | 3/1/2023 |
| 10.23† | Severance Agreement between Amit Gupta and Cardlytics, Inc. | 10-K | 001-38386 | 10.41 | 3/1/2023 |
| 10.24† | Amendment to Inducement Plan | 10-K | 001-38386 | 10.41 | 3/1/2023 |
| 10.25^ | Amendment No. Two to Office Lease Agreement dated as of April 23, 2023, by and between the Registrant and Jamestown Ponce City Market, L.P., as amended to date | 10-Q | 001-38386 | 10.4 | 5/4/2023 |
| 10.26 | Second Amendment to Inducement Plan | S-8 | 001-38386 | 4.8 | 7/18/2023 |
| 10.27^ | Third Amendment to Schedule #1, dated June 29, 2023, to the Master Agreement by and between the Registrant and JPMorgan Chase Bank, N.A. | 10-Q | 001-38386 | 10.1 | 8/1/2023 |
| 10.28† | Offer Letter Agreement between Alexis DeSieno and the Registrant dated June 20, 2023 | 10-Q | 001-38386 | 10.2 | 8/1/2023 |
| 10.29† | Separation Pay Agreement between Alexis DeSieno and the Registrant, dated July 13, 2023. | 10-Q | 001-38386 | 10.3 | 8/1/2023 |
| 10.30 | Cooperation Agreement, dated as of September 19, 2023, by and among Cardlytics, Inc. and the investors named therein | 8-K | 001-38386 | 10.1 | 9/19/2023 |
| 10.31 | Settlement Agreement by and between the Company and Shareholder Representative Services LLC, dated as of January 25, 2024 | 10-K | 001-38386 | 10.5 | 3/14/2025 |
| 10.32 | Amended Non-Employee Director Compensation Plan | 10-K | 001-38386 | 10.53 | 3/14/2025 |
| 10.33 | Work Order between the Company and American Express Travel Related Services Company dated March 14, 2024 to Master Hosted Services Agreement | 10-Q | 001-38386 | 10.4 | 5/8/2024 |
| 10.34^ | Statement of Work Change Order dated May 24, 2024, between the Registrant and Bank of America, N.A. | 10-Q | 001-38386 | 10.1 | 8/7/2024 |
| 10.35 | Offer Letter between Amit Gupta and the Registrant, dated August 21, 2024. | 10-Q | 001-38386 | 10.1 | 11/6/2024 |
| 10.36 | Amended and Restated Loan and Security Agreement dated as of September 30, 2024, by and among Cardlytics, Inc., as Borrower and Banc of California, as Lender | 10-Q | 001-38386 | 10.3 | 11/6/2024 |
| 10.37* | Assumption Agreement and First Amendment to Loan and Security Agreement, dated as of December 6, 2024, by and among Cardlytics, Inc., as Borrower and Banc of California, as Lender | ||||
| 10.38*^ | Assumption Agreement and Second Amendment to Loan and Security Agreement, dated as of January 27, 2025, by and among Cardlytics, Inc., as Borrower and Banc of California, as Lender | ||||
| 10.39 | 2024 Bonus Plan of the Registrant | ||||
| 19.1 | Insider Trading Policy | ||||
| 21.1 | Subsidiaries of the Registrant | 10-Q | 001-38386 | 21.1 | 8/14/2018 |
| 23.1* | Consent of Deloitte & Touche LLP, independent registered public accounting firm | ||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 97.1 | Amended and Restated Policy for Recoupment of Incentive Compensation, adopted on October 2, 2023 | 10-K | 001-38386 | 97.1 | 3/14/2025 |
| 101.ins | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
| 101.sch | XBRL Taxonomy Schema With Embedded Linkbase Document | ||||
| 104.0 | Cover page formatted as Inline XBRL and contained in Exhibit 101 |
- Filed herewith
** Furnished herewith
^ Certain portions of this exhibit, indicated by asterisks, have been omitted pursuant to Item 601(b)(10) of Regulation S–K because they are not material and would likely cause competitive harm to the registrant if publicly disclosed.
† Indicates management contract or compensatory plan
Confidential treatment has been granted from the Securities and Exchange Commission as to certain portions of this document
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.