8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 15, 2022

BRIDGELINE DIGITAL, INC.

(Exact Name of Registrant as

Specified in Its Charter)

Delaware

(State or Other Jurisdiction of

Incorporation)

001-33567	52-2263942
(Commission File Number)	(IRS Employer Identification No.)
100 Sylvan Road, Suite G700, Woburn, MA	01801
(Address of Principal Executive Offices)	(Zip Code)

	(781) 376-5555
	(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre -commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre -commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BLIN	Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

On May 11, 2021, Bridgeline Digital, Inc. (“Bridgeline”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Svanaco, Inc., an Illinois corporation (“Svanaco”), Svanawar, Inc., an Illinois corporation (“Svanawar,” and together with Svanaco, “Sellers”), and Hawk Search Inc., an Illinois corporation (“Hawk Search”). The Purchase Agreement provided for an Earnout (i) based on the achievement of certain future financial targets and (ii) estimated by Bridgeline at approximately $2,600,000.  In consideration of payment of the Earnout approximately six months earlier than the Earnout Payment Date and settlement of a Working Capital Adjustment (approximately $200,000 in favor of Bridgeline), the Parties have agreed to a payment of approximately $2,000,000 that reflects both a discount to the Earnout and the Working Capital Adjustment. Terms used in this Form 8-K without definition are defined in the Purchase Agreement. See Bridgeline’s Current Report on Form 8-K as filed with the SEC on May 12, 2021 for a description of the material terms and conditions of the Purchase Agreement.

Item 1.01. Entry into a Material Definitive Agreement

Amendment to Stock Purchase Agreement

On June 15, 2022, the Bridgeline, Sellers, and Hawk Search entered into an Amendment to the Purchase Agreement (the “Amendment”). Described below are the principal changes of the Amendment to the terms and conditions of the Purchase Agreement.

Pursuant to the Amendment, in full satisfaction of Bridgeline’s obligation to pay the Earnout, Bridgeline agreed to pay to Sellers the aggregate sum of $2,028,773.20 in the following two payments: (i) on or before July 1, 2022, the aggregate sum of $1,778,773.20; and (ii) on or before October 3, 2022, the aggregate sum of $250,000.00. All other provision contained in the Purchase Agreement remain unmodified and in full force and effect.

The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, attached hereto as Exhibit 10.1, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Exhibit Description
10.1	Amendment to Stock Purchase Agreement, among Bridgeline Digital, Inc., Svanaco, Inc., Svanawar, Inc., and Hawk Search Inc., dated June 15, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRIDGELINE DIGITAL, INC.
	(Registrant)
Date: June 22, 2022
	By:	/s/ Thomas R. Windhausen
		Thomas R. Windhausen
		Chief Financial Officer

EX-10.1

Exhibit 10.1

AMENDMENT TO STOCK PURCHASE AGREEMENT

This AMENDMENT TO STOCK PURCHASE AGEEEMENT (this "Amendment"), dated as of June 15, 2022, is made by and among Bridgeline Digital, Inc., a Delaware corporation ("Purchaser"), Svanaco, Inc., an Illinois corporation (“Svanaco”), Svanawar, Inc., an Illinois corporation (“Svanawar,” and together with Svanaco, “Sellers”), and Hawk Search, Inc., an Illinois corporation (the “Company”), and amends that certain Stock Purchase Agreement (the “Purchase Agreement”), dated as of May 11, 2021, by and among Purchaser, Sellers and the Company. Purchaser, Sellers and the Company are referred to collectively herein as the “Parties” and individually as a “Party”.

RECITALS:

WHRERAS, the Parties entered into the Purchase Agreement pursuant to which Purchaser acquired from Sellers all of the issued and outstanding shares of common stock of the Company; and

WHEREAS, at and subsequent to the Closing, Purchaser paid to Sellers all of the purchase price and payment amounts required to be paid pursuant to Sections 2.04 and 2.05 of the Purchase Agreement; and

WHEREAS, in accordance with Section 2.06 of the Purchase Agreement, Sellers have the opportunity to earn and, if earned, receive the Earnout on or before the Earnout Payment Date, which would occur in January 2023; and

WHERERAS, Section 2.09 of the Purchase Agreement provides that if the Working Capital Adjustment is a negative number, the Earnout shall be decreased by the Working Capital Adjustment; and

WHEREAS, the Parties have agreed on the amount of the Earnout, the amount of the Working Capital Adjustment (which is a negative number), and to prepay the Earnout, as reduced by the Working Capital Adjustment in favor of Purchaser, and to prepay the Earnout in accordance with the terms of this Amendment; and

WHEREAS, Section 10.08 of the Purchase Agreement provides that the Purchase Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party thereto; and

WHEREAS, the Parties desire to amend the Purchase Agreement pursuant to Section 10.08 thereof, as set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.         Recitals. The Recitals set forth above are incorporated herein by reference and form a part of this Amendment as if set forth herein.

2.         Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Purchase Agreement.

3.        Calculation and Payment of Earnout. In full satisfaction of its obligations to pay the Earnout, Purchase shall pay to Sellers aggregate sum of Two Million Twenty-Eight Thousand Seven Hundred Seventy-Three Dollars and Twenty Cents ($2,028,773.20) the in the following two payments:

a.         On or before July 1, 2022, the aggregate sum of One Million Seven Hundred and Seventy-Eight Thousand Seven Hundred and Seventy Three Dollars and Twenty Cents ($1,778,773.20) which amount reflects and is net of both a discount to the Earnout Target and a Working Capital Adjustment in favor of Purchaser; and

b.          On or before October 3, 2022, the aggregate sum of Two Hundred Fifty Thousand Dollars ($250,000).

4.         No Other Provisions Amended. All other provisions of the Purchase Agreement not specifically amended by this Amendment shall remain unmodified and in full force and effect. This Amendment shall not constitute any party's consent or indicate its willingness to consent to any other amendment, modification or waiver of the Purchase Agreement or any instruments or agreements referred to therein.

5.     General Provisions. Sections 10.01 (Notices), 10.02 (Interpretation), 10.03 (Headings), 10.04 (Severability), 10.05 (Entire Agreement), 10.06 (Assignments), 10.07 (No Third Party Beneficiaries), 10.08 (Amendment and Modification; Waiver), 10.09 (Choice of Law; Venue and Forum; Waiver of Jury Trial), 10.11 (Counterparts; Signatures), 10.12 (Joint Drafting) of the Purchase Agreement are incorporated herein by reference and form a part of this Amendment as if set forth herein, mutatis mutandis.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed on its behalf as of the day and year first above written.

PURCHASER:	BRIDGELINE DIGITAL, INC.
	By: /s/ Ari Kahn
	Name: Ari Kahn
	Title: CEO
SELLERS:	SVANACO, INC.
	By: /s/ Tony Svanascini
	Name: Anthony Svanascini
	Title: President
	SVANAWAR, INC.
	By: /s/ Mike Svanascini
	Name: Michael Svanascini
	Title: President
COMPANY:	HAWK SEARCH, INC.
	By: /s/ Ari Kahn
	Name: Ari Kahn
	Title: CEO

[Signature Page to Amendment to Stock Purchase Agreement]

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XML

Document And Entity Information	Jun. 15, 2022
Document Information [Line Items]
Entity, Registrant Name	BRIDGELINE DIGITAL, INC.
Document, Type	8-K
Document, Period End Date	Jun. 15, 2022
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-33567
Entity, Tax Identification Number	52-2263942
Entity, Address, Address Line One	100 Sylvan Road, Suite G700
Entity, Address, City or Town	Woburn
Entity, Address, State or Province	MA
Entity, Address, Postal Zip Code	01801
City Area Code	781
Local Phone Number	376-5555
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	BLIN
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001378590