EX-FILING FEES 8 d151173dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

CARDLYTICS, INC.

(Exact name of Registrant as specified in its charter)

Table 1: Newly Registered and Carry Forward Securities

 

                         
    

Security

Type

 

Security

Class

Title

  Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered
  Proposed
Maximum
Offering
Price Per
Unit
  Maximum
Aggregate
Offering Price
  Fee
Rate
  Amount of
Registration
Fee
  Carry
Forward
Form
Type
 

Carry

Forward

File Number

  Carry
Forward
Initial
effective
date
  Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
 
Newly Registered Securities
                         
Fees to Be Paid   Equity   Common Stock, $0.0001 par value per share     (1)   (2)                
  Equity   Preferred Stock, $0.0001 par value per share       (1)   (2)                      
  Debt   Debt Securities       (1)   (2)                      
  Other   Warrants       (1)   (2)                      
  Unallocated (Universal) Shelf     457(o)   (1)   (2)                      
 
Carry Forward Securities
                         

Carry Forward

Securities

  Equity   Common Stock, $0.0001 par value per share     (3)           S-3   333-253697   March 1, 2021  
  Equity   Preferred Stock, $0.0001 par value per share       (3)               S-3   333-253697   March 1, 2021  
  Debt   Debt Securities       (3)               S-3   333-253697   March 1, 2021  
  Other   Warrants       (3)               S-3   333-253697   March 1, 2021  
  Unallocated (Universal) Shelf     415(a)(6)   (3)       $100,000,000 (3)         S-3   333-253697   March 1, 2021   $11,020
                   
    Total Offering Amounts      $100,000,000     $11,020          
                   
    Total Fees Previously Paid          $11,020          
                   
    Total Fee Offsets                   
                   
    Net Fee Due                $0                


(1)

There are being registered hereunder such indeterminate number of shares of common stock, such indeterminate number of shares of preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock, preferred stock or debt securities as shall have an aggregate initial offering price not to exceed $100,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $100,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The securities registered also include such indeterminate amount of all securities previously issued hereunder. The securities registered also include such indeterminate number of shares of common stock, preferred stock and amount of debt securities as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”) the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

 

(2)

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.

 

(3)

Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $100,000,000 of unsold securities (the “Unsold Securities”) previously registered pursuant to the registration statement on Form S-3 (File No. 333-253697), which initially became effective upon filing with the U.S. Securities and Exchange Commission on March 1, 2021, as amended by Post-Effective Amendment No. 1 thereto that became effective upon filing with the U.S. Securities and Exchange Commission on March 1, 2023, Post-Effective Amendment No. 2 thereto that was declared effective by U.S. Securities and Exchange Commission on March 1, 2023, and by Post-Effective Amendment No. 3 thereto that was declared effective by U.S. Securities and Exchange Commission on April 27, 2023 (the “Prior Registration Statement”). The registrant paid filing fees for the Unsold Securities in an aggregate amount of $11,020. Pursuant to Rule 415(a)(6) under the Securities Act, the Unsold Securities are being carried forward and the filing fee previously paid in connection with the Unsold Securities will continue to be applied to the Unsold Securities registered hereunder, and no additional filing fee is due with respect to the Unsold Securities in connection with the filing of this registration statement. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Securities pursuant to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on this registration statement. Pursuant to Rule 415(a)(6), the offering of securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.