UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K/A
Amendment No. 1
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2018
 
 
CARDLYTICS_LOGO.JPG
CARDLYTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
001-38386
26-3039436
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
675 Ponce de Leon Avenue NE, Suite 6000
Atlanta, GA 30308
(Address of principal executive offices, including zip code)
(888) 798-5802
(Registrant’s telephone number, including area code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 






ITEM 1.01    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Cardlytics, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A, which amends the Company’s Form 8-K filed on May 8, 2018 (the “Original 8-K”), solely for the purpose of filing a copy of the Master Agreement and Schedule #1 to the Master Agreement (collectively, the “Agreement”) dated May 3, 2018 and May 7, 2018, respectively, with JPMorgan Chase Bank, National Association, as Exhibit 10.1 hereto. This exhibit was not previously filed with the Original 8-K.
ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
(d)    Exhibits

# Confidential treatment requested as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.





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:
June 27, 2018
 
By:
/s/ David Evans
 
 
 
 
David Evans
 
 
 
 
Chief Financial Officer
(Principal Financial and Accounting Officer)



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