{"filing":{"accession_number":"0001628280-26-040351","cik":"0001666071","ticker":"CDLX","company_name":"Cardlytics, Inc.","form":"8-K","filing_date":"2026-06-03","report_date":null,"primary_document":"cdlx-20260603.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1666071/000162828026040351/cdlx-20260603.htm"},"events":[{"id":7301,"run_id":6410,"accession_number":"0001628280-26-040351","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.98,"summary":"Cardlytics received formal notice from Nasdaq that its stock has closed below the $1.00 minimum bid price for 30 consecutive business days, triggering a delisting compliance notice under Nasdaq Listing Rule 5550(a)(2). The company has 180 days until November 30, 2026 to regain compliance or face delisting.","company_name":"Cardlytics, Inc.","ticker":"CDLX","filing_date":"2026-06-03","submitted_at":null,"items":[{"id":4137,"accession_number":"0001628280-26-040351","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.98,"reasoning":"Cardlytics received formal notice from Nasdaq that its stock has closed below the $1.00 minimum bid price for 30 consecutive business days, triggering a delisting compliance notice under Nasdaq Listing Rule 5550(a)(2). The company has 180 days until November 30, 2026 to regain compliance or face delisting. This is a direct delisting risk disclosure under Item 3.01, material to any investor holding or considering the stock.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:50:07.980856+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":7302,"run_id":6410,"accession_number":"0001628280-26-040351","anchor_item_number":"3.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"summary":"Cardlytics effected a 1-for-10 reverse stock split and reduction in authorized shares, both approved by stockholders via Charter Amendment filed June 3, 2026. The reverse split is a material capital structure adjustment affecting share count and trading mechanics.","company_name":"Cardlytics, Inc.","ticker":"CDLX","filing_date":"2026-06-03","submitted_at":null,"items":[{"id":4138,"accession_number":"0001628280-26-040351","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"The disclosure describes a 1-for-10 reverse stock split and reduction in authorized shares, both approved by stockholders and effected via Charter Amendment filed June 3, 2026. While Item 3.03 addresses material modifications to security holder rights, this reverse split is a routine capital structure adjustment that does not fit the more specific event categories (not a delisting risk, dilutive issuance, or going-concern issue). The event is material to investors as it affects share count and trading mechanics, but lacks the acute financial distress signals typical of other material events.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:50:07.980856+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":4137,"accession_number":"0001628280-26-040351","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.98,"reasoning":"Cardlytics received formal notice from Nasdaq that its stock has closed below the $1.00 minimum bid price for 30 consecutive business days, triggering a delisting compliance notice under Nasdaq Listing Rule 5550(a)(2). The company has 180 days until November 30, 2026 to regain compliance or face delisting. This is a direct delisting risk disclosure under Item 3.01, material to any investor holding or considering the stock.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:50:07.980856+00:00","company_name":"Cardlytics, Inc.","ticker":"CDLX","filing_date":"2026-06-03"},{"id":4138,"accession_number":"0001628280-26-040351","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"The disclosure describes a 1-for-10 reverse stock split and reduction in authorized shares, both approved by stockholders and effected via Charter Amendment filed June 3, 2026. While Item 3.03 addresses material modifications to security holder rights, this reverse split is a routine capital structure adjustment that does not fit the more specific event categories (not a delisting risk, dilutive issuance, or going-concern issue). The event is material to investors as it affects share count and trading mechanics, but lacks the acute financial distress signals typical of other material events.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:50:07.980856+00:00","company_name":"Cardlytics, Inc.","ticker":"CDLX","filing_date":"2026-06-03"}]}