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Item 9A. Controls and Procedures

2021-03-01 compared with 2020-03-03 · 122 added, 34 removed, 74 unchanged (68% of the section changed)

10 unchanged sentences

Based on the assessment, management concluded that, as of December 31, 2020, our internal control over financial reporting was effective.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting as required by Section 404(b) of the Sarbanes Oxley Act of 2002.

Because we qualify as an emerging growth company under the JOBS Act, management's report was not subject to attestation by our independent registered public accounting firm.

Our independent registered public accounting firm has issued at attestation report on the effectiveness of our internal control over financial reporting, which appears in this Annual Report.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Cardlytics, Inc.

Opinion on the Financial Statements

We have audited the internal control over financial reporting of Cardlytics, Inc.

and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in Internal Control —Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

(PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our

report dated March 1, 2021, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of

Management on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s

internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all

material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk

that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the

assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit

provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

March 1, 2021

OTHER INFORMATION.

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EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Annual Report:

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.

All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

Exhibits are incorporated herein by reference or are filed with this Annual Report as indicated below.

(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 Description

Exhibit Exhibit Description Schedule

Number 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 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.

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 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

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† 2017 Bonus Plan of the Registrant

S-1 333-222531 10.6 1/12/2018

10.6† 2018 Bonus Plan of the Registrant

S-1/A 333-222531 10.7 1/29/2018

10.7† Form of restricted securities unit award of the Registrant

S-1 333-222531 10.8 1/12/2018

10.8† 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

10.9† Offer Letter Agreement, dated as of June 11, 2014, by and between the Registrant and David T.

S-1 333-222531 10.1 1/12/2018

10.10† Form of Amended and Restated Separation Pay Agreement by and between the Registrant and each of Scott D.

2 unchanged sentences

Evans and Kirk L.

S-1/A 333-222531 10.11 1/29/2018

10.12# 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

10.13# 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

10.14# 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

10.15 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

10.16 2019 Bonus Plan of the Registrant

10-Q 001-38386 10.1 5/9/2019

10.17 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

10.18 Non-Employee Director Compensation Plan

10-Q 001-38386 10.1 8/8/2019

10.19 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

10.20 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

10.21 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

10.22 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

10.23 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

10.24 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

10.25 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

10.26 Separation and Release Agreement between David T.

Evans and Cardlytics, Inc.

10-Q 001-38386 10.2 11/2/2020

10.27*^ 2020 Amendment to General Services Agreement, dated December 2, 2020, by and between the Registrant and Bank of America, N.A.

10.28* Sixth Amendment to Loan and Security Agreement, dated December 30, 2020, amount Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender

10.29 Form of Confirmation for Capped Call Transactions

8-K 001-38386 10.1 9/22/2020

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

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Cardlytics, Inc.

March 3, 2020

March 1, 2021 By:

Chief Executive Officer

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Director

March 3, 2020

( Principal Executive Officer )

Chief Financial Officer

March 3, 2020

(Principal Financial and Accounting Officer)

Chief Operating Officer and Director

March 3, 2020

Chairman of the Board of Directors

March 3, 2020

/s/ Bryce Youngren

March 3, 2020

Bryce Youngren

/s/ Tony Weisman

March 3, 2020

/s/ John Klinck

March 3, 2020

/s/ Aimée Lapic

Signature Title Date

Laube Chief Executive Officer and Director March 1, 2021

Laube ( Principal Executive Officer )

/s/ Andrew Christiansen Chief Financial Officer March 1, 2021

Andrew Christiansen (Principal Financial and Accounting Officer)

Grimes Executive Chairman March 1, 2021

Adams Director March 1, 2021

Balen Lead Independent Director

March 1, 2021

/s/ Jessica Jensen Director March 1, 2021

Jessica Jensen

Johnson Director March 1, 2021

/s/ John Klinck Director March 1, 2021

/s/ Aimée Lapic Director March 1, 2021

/s/ Tony Weisman Director March 1, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures