Announcement • Jun 04
Cardlytics, Inc. Receives Notice of Delisting and Reverse Stock Split to Regain Compliance
On June 3, 2026, Cardlytics, Inc., a Delaware corporation (the Company), received a letter from the Listing Qualifications Staff (the Nasdaq Staff) of The Nasdaq Stock Market LLC (Nasdaq) notifying the Company that for the last 30 consecutive business days, the bid price of the Company's common stock had closed below $1.00 per share, the minimum closing bid price required by the continued listing requirements of Nasdaq Listing Rule 5550(a)(2). The notification received has no immediate effect on the listing of the Company's common stock on the Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until November 30, 2026 (the Compliance Date), to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company's common stock must be at least $1.00 per share for a minimum of ten consecutive business days before the Compliance Date. If the Company's common stock does not achieve compliance by the Compliance Date, the Company may be eligible for an additional 180-day period to regain compliance if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, and provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split. However, if it appears to the Nasdaq Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for the additional compliance period, and the Company does not regain compliance by the Compliance Date, the Nasdaq Global Market will provide written notification to the Company that its common stock is subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq listing rules. However, there can be no assurance that, if the Company does appeal the delisting determination by Nasdaq to the panel, such appeal would be successful. The Company intends to actively monitor the closing bid price of its common stock between now and the Compliance Date and will evaluate available options to resolve the deficiency and regain compliance with the minimum bid price rule, including by effecting a reverse stock split. On June 3, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the Charter Amendment) with the Secretary of State of the State of Delaware to effect (i) a reverse stock split at a ratio of 1-for-10 (the Reverse Stock Split) and (ii) a corresponding reduction in the total number of authorized shares of common stock from 100,000,000 shares to 10,000,000 shares (the Authorized Shares Reduction). The Reverse Stock Split and the Authorized Shares Reduction were authorized by the stockholders of the Company at the Company's Annual Meeting of Stockholders held on May 20, 2026. Pursuant to the Charter Amendment, effective at 5:00 p.m. Eastern Time on June 5, 2026 (the Effective Time), every 10 shares of the Company's issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock, without any change in par value per share. The Company's common stock will begin trading on The Nasdaq Global Market on a split-adjusted basis when the market opens on June 8, 2026. The new CUSIP number for the Company's common stock following the Reverse Stock Split will be 14161W303. As of June 1, 2026, there were 58,078,634 shares of common stock outstanding. Immediately following the Reverse Stock Split, there will be approximately 5,807,863 shares of common stock outstanding (subject to adjustment due to the effect of cashing out fractional shares as described above).
