---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-26-040351"
form_type: "8-K"
ticker: "CDLX"
cik: "0001666071"
company_name: "Cardlytics, Inc."
filed_at: "2026-06-03T20:26:51+00:00"
generated_at: "2026-06-03T20:52:19.648132+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Cardlytics receives Nasdaq deficiency notice; implements 1-for-10 reverse stock split

## Summary
- Nasdaq notified CDLX that bid price closed below $1 for 30 consecutive days; 180-day cure period ends Nov 30, 2026.
- Company filed Charter Amendment for 1-for-10 reverse stock split effective June 5, 2026; trading on split-adjusted basis June 8.
- Authorized shares reduced from 100M to 10M; outstanding shares to drop from ~58M to ~5.8M, subject to fractional cash-out.
- Proportionate adjustments made to 4.25% Convertible Notes due 2029, stock options, and RSUs.
- If compliance not met by Nov 30, CDLX may seek second 180-day period or face delisting; reverse split aims to cure deficiency.

## SEC filing metadata
- accession: 0001628280-26-040351
- form_type: 8-K
- ticker: CDLX
- cik: 0001666071
- company_name: Cardlytics, Inc.
- filed_at: 2026-06-03T20:26:51+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 3.01, 3.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1666071/000162828026040351/0001628280-26-040351-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1666071/000162828026040351/cdlx-20260603.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-26-040351
- JSON: https://secwatch.observer/filing/0001628280-26-040351.json
- Plain text: https://secwatch.observer/filing/0001628280-26-040351.txt

## Key facts
- Listing & Compliance Notices
  Cardlytics, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Deficiency: minimum bid price
  - Rules: 5550(a)(2)
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1666071/000162828026040351/0001628280-26-040351-index.htm
- Listing & Compliance Notices
  Cardlytics, Inc. received a nasdaq extension granted notice regarding minimum bid price (rules 5810(c)(3)(A)).
  - Exchange: nasdaq
  - Notice: extension granted
  - Deficiency: minimum bid price
  - Rules: 5810(c)(3)(A)
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1666071/000162828026040351/0001628280-26-040351-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.