Form 8-K Bridgeline Digital, Inc. For: Jun 17

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 17, 2016

 

 

           BRIDGELINE DIGITAL, INC.          

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-33567		52-2263942
(State or other		(Commission		(IRS Employer
jurisdiction of		File Number)		Identification No.)
incorporation)

 

80 Blanchard Road

Burlington, MA 01803

(Address of principal executive offices, including 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

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

Item 1.01. Entry into a Material Definitive Agreement

 

On June 17, 2016, Bridgeline Digital (the “Company”) entered into Amendment #2 to 10% Secured Subordinated Convertible Notes (the “Amendment”) to certain convertible promissory notes (the “Notes”) with the holders of the Notes (each, a “Lender” and collectively the “Lenders”) issued by the Company pursuant to a Note Purchase Agreement between the Company and the Lenders, dated as of September 30, 2013, amended on November 6, 2013 and as further amended on December 21, 2015 (the “Purchase Agreement”). Mr. Michael Taglich and Mr. Robert Taglich, current members of the Company’s Board of Directors, hold Notes in the principal amount of $100,000 and $200,000 respectively. The Amendment included the addition of a provision to decrease the conversion price in the Notes from $6.50 per share to $0.75 per share for a period of forty-five (45) days following the execution of the Amendment to incentivize Lenders to convert their Notes into shares of the Company’s common stock (“Common Stock”) at a conversion price equal to $0.75 per share, which conversion was approved by the Company’s stockholders on April 29, 2016 in anticipation of the execution of the Amendment.

 

To date, Lenders holding Notes in the aggregate principal amount of $570,000 have elected to convert their Notes into 760,004 shares of the Company’s Common Stock. The Company entered into a waiver with certain affiliates to effectuate such conversion.

 

The shares of Common Stock issued upon conversion of the Notes are restricted securities and may be sold only pursuant to Rule 144 or in another transaction exempt from the registration requirements under the Securities Act of 1933.

 

The description of the Amendment and securities contained in this Form 8-K is qualified in its entirety by reference to the full text of the Amendment that the Company filed as an exhibit to this Form 8-K.

 

Item 3.02. Unregistered Sales of Equity Securities

 

In connection with the transactions described in Item 1.01 above, the Company issued unregistered equity securities.

 

The securities offered, issued and sold pursuant to the private placement were issued without registration and are subject to restrictions under the Securities Act of 1933, as amended, and the securities laws of certain states, in reliance on the private offering exemptions contained in Section 4(a)(2) of the Securities Act of 1933 and on Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state laws as a transaction not involving a public offering.

 

Effective June 23, 2016, after the issuances described above in Item 1.01, the Company had 13,211,099 shares of common stock issued and outstanding.

 

Item 9.01 Financial Statements and Exhibits

 

(d)     Exhibits.

 

Exhibit No.	Exhibit Description
10.1	Amendment #2 to 10% Secured Subordinated Convertible Notes between Bridgeline Digital, Inc. and the holders of the 10% Secured Subordinated Convertible Notes, dated June 17, 2016

 

 

SIGNATURES

 

 

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

 

BRIDGELINE DIGITAL, INC.

(Registrant)

 

 

 

By: /s/Michael D. Prinn

Michael D. Prinn

Executive Vice President and Chief Financial Officer

 

 

Date: June 23, 2016

 

 

EXHIBIT INDEX

 

 

Exhibit No.	Exhibit Description
10.1	Amendment #2 to 10% Secured Subordinated Convertible Notes between Bridgeline Digital, Inc. and the holders of the 10% Secured Subordinated Convertible Notes, dated June 17, 2016

 

Exhibit 10.1

 

BRIDGELINE DIGITAL, INC.

 

AMENDMENT #2 TO

10% SECURED SUBORDINATED CONVERTIBLE NOTES

 

THIS AMENDMENT #2 TO 10% SECURED SUBORDINATED CONVERTIBLE NOTES (this “Amendment”) is made as of June 17, 2016, by and among Bridgeline Digital, Inc., a Delaware Corporation (the “Company”) and the holders of the Notes (defined below). All capitalized terms used but not defined herein shall have the meaning set forth in the Purchase Agreement (defined below).

 

WHEREAS, the Company has previously issued certain 10% Secured Subordinated Convertible Notes (the “Notes”) to the Holders pursuant to a Note Purchase Agreement between the Company and the Holders, dated as of September 30, 2013, amended on November 6, 2013 and as further amended on December 21, 2015(the “Purchase Agreement”);

 

WHEREAS, the Notes were issued in two closings on September 30, 2013 and November 6, 2013 and each Note, as amended, currently matures March 1, 2017;

 

WHEREAS, the Conversion Price (as defined in the Notes) is currently equal to $6.50 per share, as adjusted;

 

WHEREAS, the Company and the Holders of sixty-seven percent (67%) of the outstanding principal amount under the Notes desire to amend the Notes to decrease the Conversion Price from $6.50 per share to $0.75 per share for a period of forty-five (45) days to incentivize Holders to convert their Notes into shares of the Company’s Common Stock.

 

NOW, THEREFORE, in consideration of the promises and the mutual covenants and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holders agree as follows:

 

1.      Amendments. Each of the Notes is hereby amended as follows:

 

Section 4(d) shall be deleted and replaced with the following:

 

“For a period of forty-five days following the date of this Amendment, the Conversion Price in effect on any Conversion Date during such forty-five (45) day period shall be equal to $0.75, subject to adjustment herein, and thereafter, the Conversion Price in effect on any Conversion Date shall be equal to $6.50, subject to adjustment herein (in each case, the “Conversion Price”).”

 

2.     No Other Amendments. Except as expressly set forth herein, each of the Notes shall remain in full force and effect in accordance with its terms.

 

3.      Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of which once so executed and delivered (including by facsimile and other means of electronic transmission) shall be considered an original, but all such counterparts shall together constitute the same instrument.

 

4.      Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York except as to its conflicts of laws principles.

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment #2 to 10% Secured Subordinated Promissory Notes as of the day and year first above written.

 

	COMPANY:
	BRIDGELINE DIGITAL, INC.     By: ______________________________ Name: Michael Prinn Title: Chief Financial Officer
	HOLDERS:

 

	Name of Investor:
	If an entity:
	Print Name of Entity:

 

	By:
		Name:
		Title:

 

	If an individual:
	Print Name:
	Signature:

 

 

 

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