CDLX 10-K Annual Report Dec. 31, 2021 | Alphaminr
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CDLX 10-K Fiscal year ended Dec. 31, 2021

Balance Sheet
Cash Flow
Income Statement
Debt
Name: Cardlytics, Inc. <br /> CIK: 1666071 <br /> Filing Type: 10-K/A <br /> Report Date: 2021-12-31 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/1666071/000166607122000057/cdlx-20211231.htm <br />
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Qualitative and Quantitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

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 Amended and Restated Investors Rights Agreement by and among the Registrant and certain of its stockholders, dated May 4, 2017 S-1 333-222531 4.2 1/12/2018 4.3 Description of Cardlytics, Inc. Common Stock 10-K 001-38386 4.3 3/3/2020 4.4 Indenture, dated as of September 22, 3030, by and between the Registrant ant U.S. Bank National Association, as Trustee. 8-K 001-38386 4.1 9/22/2020 4.5 Form of Global Note, representing the Registrants 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 10.1 Office Lease Agreement, dated as of August 5, 2013, by and between the Registrant and Jamestown Ponce City Market, L.P., as amended to date 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 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 Form of Amended and Restated Separation Pay Agreement by and between the Registrant and each of Scott D. Grimes, Lynne M. Laube, David T. Evans and Kirk L. Somers S-1/A 333-222531 10.11 1/29/2018 10.8# General Services Agreement, dated as of November 5, 2010 by and between the Registrant and Bank of America, N.A., as amended to date S-1 333-222531 10.15 1/12/2018 10.9# 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 10.10# 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 10.11 Loan and Security Agreement, dated as of May 21, 2018, among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender 10-Q 001-38386 10.2 8/14/2018 10.12 First Amendment to Loan and Security Agreement, dated March 27, 2019, among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender 10-Q 001-38386 10.2 5/9/2019 10.13* Non-Employee Director Compensation Plan 10.14 Second Amendment to Loan and Security Agreement, dated May 14, 2019, among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender 10-Q 001-38386 10.2 8/8/2019 10.15 Third Amendment to Loan and Security Agreement, dated September 24, 2019, among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender 10-Q 001-38386 10.1 11/12/2019 10.16 2019 Bonus Plan of the Registrant 10-Q 001-38386 10.1 5/9/2019 10.17 2019 Amendment to General Services Agreement, dated December 20, 2019, by and between the Registrant and Bank of America, N.A. 10-K 001-38386 10.21 3/3/2020 10.18 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 10.19 Fourth Amendment to Loan and Security Agreement, dated February 27, 2020, among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender 10-Q 001-38386 10.1 5/11/2020 10.20 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 10.21 Fifth Amendment to Loan and Security Agreement, dated September 17, 2020, amount Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender 10-Q 001-38386 10.1 11/2/2020 10.22^ 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 10.23 Sixth Amendment to Loan and Security Agreement, dated December 30, 2020, amount Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender 10-K 001-38386 10.28 3/3/2021 10.24 Form of Confirmation for Capped Call Transactions 8-K 001-38386 10.1 9/22/2020 10.25 Assumption Agreement and Seventh Amendment 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 10.26 Assumption Agreement and Seventh Amendment to Loan and Security Agreement, dated as of April 7, 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 8/3/2021 10.27 Assumption Agreement and Eighth Amendment to Loan and Security Agreement, dated as of May 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 10.2 8/3/2021 10.28 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 10-Q 001-38386 10.3 8/3/2021 10.29* 2021 Amendment to General Services Agreement, dated November 30, 2021, by and between the Registrant and Bank of America, N.A. 10.30* 2021 Amendment to General Services Agreement, dated February 15, 2022, by and between the Registrant and Bank of America, N.A. 10.31* 2020 Bonus Plan of the Registrant 10.32* 2021 Bonus Plan of the Registrant 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 Rules13a-14(a)and15d-14(a)under the Securities Exchange Act of 1934, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Rules13a-14(a)and15d-14(a)under the Securities Exchange Act of 1934, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002