Cardlytics Inc.
01/26/2026 | Press release | Distributed by Public on 01/26/2026 07:01
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On January 23, 2026 (the "Signing Date"), Cardlytics, Inc. (the "Company"), PAR Technology Corporation ("PAR") and DB Sub, LLC, an indirectly wholly owned subsidiary of PAR ("Buyer"), entered into an asset purchase agreement (the "Purchase Agreement"), pursuant to which Buyer agreed to acquire all of the Company's assets, properties and rights primarily related to, or primarily used in, its Bridg platform (the "Purchased Assets" and the sale by the Company thereof, the "Bridg Sale"), subject to certain exceptions. In connection with the Bridg Sale, Buyer also agreed to assume certain liabilities and obligations of the Company arising out of the use, ownership, possession, operation or sale of the Purchased Assets. Other than the Purchased Assets, neither Buyer nor PAR will acquire any other assets of the Company pursuant to the Bridg Sale.
Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions thereof, as promptly as practicable after the closing of the Bridg Sale (the "Closing" and the date thereof, the "Closing Date"), but in any event on the Closing Date, PAR will deliver to the Company a number of shares of common stock of PAR ("PAR Common Stock") equal to the quotient obtained by dividing (i) (A) $27,500,000 plus (B) an adjustment amount for certain new customer contracts entered into by the Company prior to Closing less (C) an estimated closing net adjustment amount for revenue received by the Company for goods or services to be delivered or performed after the Closing pursuant to contacts assigned to Buyer in connection with the Bridg Sale (provided, that, the number pursuant to this (i) shall not exceed $30,000,000) by (ii) the volume weighted average price of a share of PAR Common Stock on the New York Stock Exchange for the 15 consecutive trading days ending on the trading day immediately prior to (and excluding) the Closing Date as reported by Bloomberg, L.P. ("Purchase Consideration"). PAR has also agreed to use reasonable best efforts to promptly file a registration statement with the Securities and Exchange Commission ("SEC") covering the resale of the shares of PAR Common Stock comprising the Purchase Consideration within three business days following the Closing Date, or, if later, PAR's receipt of a completed investor questionnaire. PAR has also agreed to use commercially reasonable efforts to keep such registration statement effective until the earlier of the date that all such shares of PAR Common Stock have been sold or otherwise disposed of or can be sold without restriction pursuant to Rule 144 (or any successor thereof) promulgated under the Securities Act of 1933, as amended (the "Securities Act").
The Purchase Agreement contains customary representations, warranties, conditions and covenants of the Company, PAR and Buyer, including a non-competition and non-solicitation covenant for the Company with respect to the Purchased Assets for a period of five years following the Closing. Additionally, during the period from the Signing Date through and including the Closing Date, the Company has agreed to carry on its business with respect to the Purchased Assets in the ordinary course and consistent with past practices.
The Closing is subject to the satisfaction or waiver of a number of customary closing conditions in the Purchase Agreement, including the absence of certain governmental restraints and the absence of a material adverse effect with respect to the Bridg platform or the Company's ability to consummate the Bridg Sale.
The Purchase Agreement may be terminated prior to the Closing by mutual written agreement of the Company and Buyer, or by either the Company or Buyer in certain circumstances specified in the Purchase Agreement, including by Buyer if any of the closing conditions specified in the Purchase Agreement have not been fulfilled by March 24, 2026, unless such failure is due to Buyer's failure to perform or comply with any of the covenants, agreements or conditions required to be performed or complied with by Buyer prior to the Closing.
The Purchase Agreement, the Bridg Sale and the other transactions contemplated by the Purchase Agreement have been approved by the board of directors of the Company.
The foregoing is a summary description of certain terms of the Purchase Agreement, is not complete and is qualified in its entirety by reference to the text of the Purchase Agreement, a copy of which the Company expects to file as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
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