Cardlytics, Inc. 8-K

What Happened
Cardlytics, Inc. (CDLX) filed an 8-K on June 3, 2026 disclosing two material items: Nasdaq notified the company that its common stock closed below the $1.00 minimum bid price for 30 consecutive business days, triggering a 180-day compliance period ending November 30, 2026; and the company filed a Certificate of Amendment implementing a 1-for-10 reverse stock split (authorized by shareholders on May 20, 2026) effective at 5:00 p.m. ET on June 5, 2026. Trading will be split-adjusted on the Nasdaq Global Market when the market opens June 8, 2026.

Key Details

• Nasdaq compliance notice: Company has 180 calendar days (until Nov 30, 2026) to regain a $1.00+ closing bid for at least 10 consecutive business days; may be eligible for a second 180-day period if other listing standards are met.
• Reverse split specifics: 1-for-10 reverse split effective 6/5/2026 at 5:00 p.m. ET; new CUSIP 14161W303; trading split-adjusted on 6/8/2026.
• Share counts and equity adjustments: Outstanding shares drop from 58,078,634 to ~5,807,863 (subject to cashing out fractional shares). No fractional shares issued—holders of fractions receive cash.
• Contractual impacts: Conversion rate on the company’s 4.25% Convertible Senior Notes due 2029, outstanding stock options, RSUs, and equity plan reserves will be adjusted proportionally (exercise prices increase, share counts reserved decrease).

Why It Matters
For investors, the reverse split is a direct, pre-planned step to address Nasdaq’s minimum bid-price deficiency and help maintain listing eligibility. The split reduces outstanding share count and raises the per-share price, but it does not change each holder’s proportional ownership (except for cash-outs of fractional shares). Contractual adjustments to convertibles, options and RSUs change per-share economics and reserved share counts—important to consider when modeling dilution or potential future conversions. If Cardlytics does not regain compliance by Nov 30, 2026 and is not eligible for or does not successfully obtain an additional compliance period, Nasdaq could move to delist, with appeal rights available but no assurance of success.