Cardlytics Inc 2025 Qüerní Bàogào

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒As of April30, 2025, there were52,502,390shares outstanding of the registrant’s common stock, par value $0.0001. CARDLYTICS, INC.QUARTERLY REPORT ON FORM 10-Q RISK FACTORS SUMMARY Our business is subject to a number of risks and uncertainties, including those risks discussed at-length in the section below titled "RiskFactors." These risks include, among others, the following: Risks Related to our Business and Industry •Unfavorable conditions, including, but not limited to, inflationary pressure or the imposition of tariffs and other trade protectionmeasures, in the global economy or the industries we serve could limit our ability to grow our business and negatively affect ouroperating results.•Our quarterly operating results have fluctuated and may continue to vary from period to period, which could result in our failure tomeet expectations with respect to operating results and cause the trading price of our stock to decline.•We may not be able to grow or sustain our revenue or billings in the future.•We are dependent upon the Cardlytics platform.•If we fail to identify and respond effectively to rapidly changing technology and industry needs, our solutions may become less Risks Related to our Outstanding Convertible Senior Notes •Servicing our debt may require a significant amount of cash. We may not have sufficient cash flow from our business to pay ourindebtedness, and we may not have the ability to raise the funds necessary to settle for cash conversions of the Notes or to repurchase Table of Contents Risks Related to Regulatory and Intellectual Property Matters •We and our FI partners are subject to stringent and changing privacy and data security laws, rules, contractual obligations, self-regulatory schemes, government regulation, policies and other obligations related to data privacy and security. The actual or perceivedfailure by us, our customers, our partners, or other third parties whom we rely upon to comply with such obligations could lead toregulatory investigations or actions, litigation, disruptions of our business operations, loss of customers or sales, harm our reputation, •Failure to protect our proprietary technology and intellectual property rights could substantially harm our business, financial conditionand operating results. Risks Related to Ownership of our Common Stock •The market price of our common stock has been, and is likely to continue to be, volatile. •Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limitattempts by our stockholders to replace or remove our current management and limit the market price of our common stock. PART I. FINANCIAL INFORMATIONITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CARDLYTICS, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) CARDLYTICS,INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1.OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION Cardlytics, Inc. ("we," "our," "us," the "Company," or "Cardlytics") is a Delaware corporation and was formed on June 26, 2008. We operate acommerce media platform that is designed to make commerce smarter and rewarding for everyone. At the core of our commerce mediaplatform is the financial media network that we run within our partners' digital channels, which includes online channels and mobileapplications (the "Cardlytics platform"). Additionally, we operate an identity resolution platform that utilizes point-of-sale ("POS") data,including product-level purchase data, to enable marketers to conduct analytics and targeted loyalty marketing an