As filed with the Securities and Exchange Commission on March 1, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
| | | | | | | | |
| CARDLYTICS, INC. | |
| (Exact Name of Registrant as Specified in its Charter) | |
| | | | | | | | |
| 675 Ponce de Leon Avenue NE, Suite 6000 | |
| Delaware | Atlanta, Georgia 30308 | 26-3039436 |
(State or other jurisdiction of
incorporation or organization) | (Address of principal executive offices) (Zip code) | (I.R.S. Employer
Identification No.) |
| | | | | | | | | | | | | | |
| 2018 Equity Incentive Plan | |
| 2018 Employee Stock Purchase Plan | |
| (Full title of the plan) | |
| Kirk L. Somers | |
| Cardlytics, Inc. | |
| 675 Ponce de Leon Avenue NE, Suite 6000 | |
| Atlanta, Georgia 30308 | |
| (Name and address of agent for service) | |
| (888) 798-5802 | |
| (Telephone number, including area code, of agent for service) | |
Copies to:
Nicole C. Brookshire
Mark Ballantyne
Cooley LLP
500 Boylston Street
Boston, Massachusetts 02116
(617) 937-2300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | | ☒ | | | Accelerated filer | | ☐ |
| Non-accelerated filer | | ☐ | | | Smaller reporting company | | ☐ |
| | | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
As filed with the Securities and Exchange Commission on March 1, 2022
Registration No. 333-
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Cardlytics, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 2,012,018 additional shares of its common stock under the 2018 Plan and the 2018 ESPP, pursuant to the provisions of the 2018 Plan and the 2018 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2018 Plan and the 2018 ESPP on January 1, 2022. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of the earlier registration statements related to the 2018 Plan and the 2018 ESPP, previously filed with the Commission on February 9, 2018 (File No. 333-222965), May 21, 2019 (File No. 333-231640), March 3, 2020 (File No. 333-236869) and March 1, 2021 (File No. 333-253675) are incorporated herein by reference and made a part of this Registration Statement.
ITEM 8. EXHIBITS
| | | | | | | | | | | |
| Exhibit Number | | Description |
| 4.1 | (1) | | |
| 4.2 | (2) | | |
| 4.3 | (3) | | |
| 4.4 | (4) | | |
| 4.5 | (5) | | |
| 5.1 | (6) | | |
| 23.1 | (6) | | |
| 23.2 | (6) | | |
| 24.1 | (6) | | |
| 107 | (6) | | |
(1)Previously filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-222531), filed with the Commission on January 12, 2018, and incorporated by reference herein.
(2)Previously filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-222531), filed with the Commission on January 12, 2018, and incorporated by reference herein.
(3)Previously filed as Exhibit 10.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-222531), filed with the Commission on January 29, 2018, and incorporated by reference herein.
(4)Previously filed as Exhibit 10.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-222531), filed with the Commission on January 29, 2018, and incorporated by reference herein.
(5)Previously filed as Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-222531), filed with the Commission on January 29, 2018, and incorporated by reference herein.
(6)Filed herewith.
As filed with the Securities and Exchange Commission on March 1, 2022
Registration No. 333-
ITEM 9. UNDERTAKINGS
1.The undersigned registrant hereby undertakes:
(a)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the Securities Act;
ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(b)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
2.The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 1, 2022.
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| | | CARDLYTICS, INC. |
| | | | |
| | | By: | /s/ Lynne M. Laube |
| | | | Lynne M. Laube |
| | | | Chief Executive Officer |
As filed with the Securities and Exchange Commission on March 1, 2022
Registration No. 333-
POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Lynne M. Laube and Andrew Christiansen, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
| | | | |
| /s/ Lynne M. Laube | | Chief Executive Officer and Director | | March 1, 2022 |
| Lynne M. Laube | | (Principal Executive Officer) | | |
| | | | |
| /s/ Andrew Christiansen | | Chief Financial Officer | | March 1, 2022 |
| Andrew Christiansen | | (Principal Financial and Accounting Officer) | | |
| | | | |
| /s/ Scott D. Grimes | | Executive Chairman | | March 1, 2022 |
| Scott D. Grimes | | | | |
| | | | |
| /s/ David L. Adams | | Director | | March 1, 2022 |
| David L. Adams | | | | |
| | | | |
| /s/ John V. Balen | | Lead Independent Director | | March 1, 2022 |
| John V. Balen | | | | |
| | | | |
| /s/ Jessica Jensen | | Director | | March 1, 2022 |
| Jessica Jensen | | | | |
| | | | |
| /s/ Mark A. Johnson | | Director | | March 1, 2022 |
| Mark A. Johnson | | | | |
| | | | |
| /s/ John Klinck | | Director | | March 1, 2022 |
| John Klinck | | | | |
| | | | |
| /s/ Aimée Lapic | | Director | | March 1, 2022 |
| Aimée Lapic | | | | |
| | | | |
| /s/ Chris Suh | | Director | | March 1, 2022 |
| Chris Suh | | | | |
| | | | |
| /s/ Tony Weisman | | Director | | March 1, 2022 |
| Tony Weisman | | | | |
