1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
+Added: We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
6 unchanged sentences
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.
−Removed: Remediation of a Material Weakness
−Removed: We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control.
−Removed: Consequently, we designed and implemented remediation measures to address the material weakness related to our review and oversight of our third-party valuation specialists, as further described in Item 9A of our Annual Report on Form 10-K and Form 10-K/A filed with the SEC on March 1, 2022 and May 2, 2022, respectively.
−Removed: In light of the material weakness, we performed the following remediation actions during the year ended December 31, 2022:
−Removed: • Evaluated the design of the level of precision of the review of third-party valuation specialists
−Removed: • Enhanced level of precision of the review of third-party valuation specialists
−Removed: We consider our remediation efforts with respect to the material weakness to be complete as of December 31, 2022 because we believe the enhanced controls have operated for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.
Changes in Internal Control Over Financial Reporting
−Removed: Except for our remediation of the material weakness described above, 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, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: 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, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
25 unchanged sentences
OTHER INFORMATION.
+Added: On March 12, 2024, Jessica Jensen and Aimée Lapic each provided notice to our board of directors (the “Board”) of their decision not to stand for re-election to the Board at our 2024 annual meeting of stockholders (the “Annual Meeting”).
+Added: Jensen and Ms.
+Added: Lapic will each serve out the remainder of their terms, which will expire at the Annual Meeting.
+Added: Jensen is a member of the compensation committee (the “Compensation Committee”) of the Board and has served as a member of the Board since 2020.
+Added: Lapic is chair of the Compensation Committee and has served as a member of the Board since 2019.
+Added: The decisions of Ms.
+Added: Jensen and Ms.
+Added: Lapic not to stand for re-election were not due to a disagreement with us on any matter relating to our operations, policies or practices.
+Added: The Board thanks Ms.
+Added: Jensen and Ms.
+Added: Lapic for their contributions to the company.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
15 unchanged sentences
The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.
−Removed: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
+Added: EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Annual Report:
22 unchanged sentences
4.2 9/22/2020
−Removed: 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
+Added: 10.1 Office Lease Agreement, dated as of August 5, 2013, by and between the Registrant and Jamestown Ponce City Market, L.P.
S-1 333-222531 10.12 1/12/2018
9 unchanged sentences
S-1 333-222531 10.9 1/12/2018
−Removed: 10.7† Form of Amended and Restated Separation Pay Agreement by and between the Registrant and each of Scott D.
−Removed: Grimes, Lynne M.
−Removed: Laube, David T.
−Removed: Evans and Kirk L.
−Removed: S-1/A 333-222531 10.11 1/29/2018
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
27 unchanged sentences
8-K 001-38386 10.1 9/22/2020
−Removed: 10.22 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
+Added: 10.21 Consent 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
−Removed: 10.23 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
+Added: 10.22 Assumption Agreement and Seventh Amendment Consent 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
4 unchanged sentences
8-K 001-38386 10.1 11/18/2022
−Removed: 10.26 2020 Bonus Plan of the Registrant
−Removed: 10-K 001-38386 10.31 3/1/2022
−Removed: 10.27 2021 Bonus Plan of the Registrant
−Removed: 10-K 001-38386 10.32 3/1/2022
Assumption Agreement and Tenth Amendment to Loan and Security Agreement, dated as of April 29, 2022, by and among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
10-Q 001-38386 10.1 5/2/2022
−Removed: 10.29 Form of Transition Agreement by and between the Registrant and Kirk L.
−Removed: 10-Q 001-38386 10.1 8/2/2022
General Service Agreement dated as of July 7, 2022 by and between the Registrant and Bank of America, N.A.
2 unchanged sentences
10-Q 001-38386 10.3 8/2/2022
−Removed: 10.32 Transition Letter Agreement between Lynne M.
−Removed: Laube and Cardlytics, Inc.
−Removed: 10-Q 001-38386 10.1 11/1/2022
10.28† Offer Letter Agreement between Karim Temsamani and Cardlytics, Inc.
10 unchanged sentences
10-Q 001-38386 10.9 11/1/2022
−Removed: 10.39 Resignation and Release Agreement between Lynne Laube and Cardlytics, Inc.
−Removed: 8-K 001-38386 10.1 11/14/2022
−Removed: 10.40 Resignation and Release Agreement between Scott Grimes and Cardlytics, Inc.
−Removed: 8-K 001-38386 10.2 11/14/2022
Assumption Agreement and Eleventh Amendment to Loan and Security Agreement, dated as of November 29, 2022, by and among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
+Added: 10-K 001-38386 10.41 3/1/2023
10.35† Offer Letter Agreement between Amit Gupta and Cardlytics, Inc.
+Added: 10-K 001-38386 10.41 3/1/2023
10.36† Severance Agreement between Amit Gupta and Cardlytics, Inc.
+Added: 10-K 001-38386 10.41 3/1/2023
Assumption Agreement and Twelfth Amendment to Loan and Security Agreement, dated as of February 16, 2023, by and among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
+Added: 10-K 001-38386 10.41 3/1/2023
10.38† Amendment to Inducement Plan
+Added: 10-K 001-38386 10.41 3/1/2023
10.39† 2022 Bonus Plan of the Registrant
+Added: 10-K 001-38386 10.41 3/1/2023
+Added: 10.40† Transition Letter Agreement by and between Andrew Christiansen and Cardlytics, Inc.
+Added: 10-Q 001-38386 10.3 5/4/2023
+Added: Amendment No.
+Added: Two to Office Lease Agreement dated as of April 23, 2023, by and between the Registrant and Jamestown Ponce City Market, L.P., as amended to date
+Added: 10-Q 001-38386 10.4 5/4/2023
+Added: Assumption Agreement and Thirteenth Amendment to Loan and Security Agreement, dated as of May 3, 2023, by and among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
+Added: 10-Q 001-38386 10.5 5/4/2023
+Added: 10.43 Second Amendment to Inducement Plan
+Added: S-8 001-38386 4.8 7/18/2023
+Added: Third Amendment to Schedule #1, dated June 29, 2023, to the Master Agreement by and between the Registrant and JPMorgan Chase Bank, N.A.
+Added: 10-Q 001-38386 10.1 8/1/2023
+Added: 10.45† Offer Letter Agreement between Alexis DeSieno and the Registrant dated June 20, 2023
+Added: 10-Q 001-38386 10.2 8/1/2023
+Added: 10.46† Separation Pay Agreement between Alexis DeSieno and the Registrant, dated July 13, 2023.
+Added: 10-Q 001-38386 10.3 8/1/2023
+Added: 10.47 Cooperation Agreement, dated as of September 19, 2023, by and among Cardlytics, Inc.
+Added: and the investors named therein
+Added: 8-K 001-38386 10.1 9/19/2023
+Added: 10.48* Assumption Agreement and Ninth Amendment to Loan and Security Agreement, dated as of March 17, 2022, by and among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
+Added: 10.49* Assumption Agreement and Fourteenth Amendment to Loan and Security Agreement, dated as of December 6, 2023, by and among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
+Added: 10.50* Settlement Agreement by and between the Company and Shareholder Representative Services LLC, dated as of January 25, 2024
+Added: Assumption Agreement and Fifteenth Amendment to Loan and Security Agreement, dated as of February 12, 2024, by and among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
+Added: 10.52* 2023 Bonus Plan of the Registrant
+Added: 10.53 Amended Non-Employee Director Compensation Plan
21.1 Subsidiaries of the Registrant
5 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97.1* Amended and Restated Policy for Recoupment of Incentive Compensation, adopted on October 2, 2023
101.ins XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
8 unchanged sentences
Certain portions of this exhibit, indicated by asterisks, have been omitted pursuant to Item 601(b)(10) of Regulation S–K because they are not material and would likely cause competitive harm to the registrant if publicly disclosed.
−Removed: † Indicated management contract or compensatory plan
+Added: † Indicates management contract or compensatory plan
# Confidential treatment has been granted from the Securities and Exchange Commission as to certain portions of this document
11 unchanged sentences
Karim Temsamani ( Principal Executive Officer )
−Removed: /s/ Andrew Christiansen Chief Financial Officer March 1, 2023
−Removed: Andrew Christiansen (Principal Financial and Accounting Officer)
−Removed: Adams Director March 1, 2023
−Removed: Balen Board Chairman
+Added: /s/ Alexis DeSieno Chief Financial Officer March 14, 2024
+Added: Alexis DeSieno (Principal Financial and Accounting Officer)
+Added: /s/ John Klinck Board Chairperson March 14, 2024
+Added: /s/ Andre Fernandez Director March 14, 2024
+Added: Andre Fernandez
+Added: /s/ Jon Francis Director
March 14, 2024
+Added: /s/ Scott Hill Director March 14, 2024
/s/ Jessica Jensen Director March 14, 2024
Jessica Jensen
−Removed: /s/ John Klinck Director March 1, 2023
/s/ Aimée Lapic Director March 14, 2024
−Removed: /s/ Chris Suh Director March 1, 2023
−Removed: /s/ Tony Weisman Director March 1, 2023
+Added: /s/ Alex Mishurov Director March 14, 2024
+Added: Alex Mishurov
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.