Item 1.01 Entry into a Material Definitive Agreement.
Private Placement
On November 3, 2016, Bridgeline Digital, Inc. (the
“
Company
”) entered into Securities Purchase
Agreements, a form of which is attached to this Current Report on
Form 8-K as Exhibit 10.1 (the “
Purchase
Agreements
”), with
certain institutional and accredited investors (the
“
Purchasers
”) to sell an aggregate total of 1,741,670
shares of the Company’s common stock, par value $0.001 per
share (“
Common
Stock
”), for $0.48 per
share (the “
Purchaser
Shares
”) (the “
Private
Placement
”). As additional consideration,
the Company issued to the Purchasers warrants, attached to this
Current Report on Form 8-K as Exhibit 10.2 (the
“
Purchaser
Warrants
”), to purchase
an aggregate total of 870,835 shares Common Stock (the
“
Purchaser Warrant
Shares
”). Each Purchaser
Warrant expires five and one-half years from the date of issuance
and is exercisable for $0.70 per share beginning six-months from
the date of issuance. A copy of the press release issued today by
the Company announcing the terms of the Private Placement is
attached here to as Exhibit 99.1.
The Company and the Purchasers also entered into a
Registration Rights Agreement, a form of which is attached to this
Current Report on Form 8-K as Exhibit 10.3 (the
“
Registration Rights
Agreement
”), wherein the
Company agreed to file a registration statement (the
“
Registration
Statement
”) with the
Securities and Exchange Commission (“
SEC
”) to register the Purchaser Shares and
Purchaser Warrant Shares under the Securities Act of 1933, as
amended (the “
Securities
Act
”). Pursuant to the
terms and conditions of the Registration Rights Agreement, the
Registration Statement must be filed with the SEC on or before 10
days after the Company files its Annual Report on Form 10-K for the
year ended September 30, 2016.
Concurrently with the Private Placement, the
Company and certain directors and executive officers (the
“
Insiders
”) of the Company entered into a separate
Securities Purchase Agreement, attached to this Current Report on
Form 8-K as Exhibit 10.4 (the “
Insider Purchase
Agreement
”), to purchase
an aggregate total of 393,692 shares of the Company’s Common
Stock for $0.65 per share (the “
Insider
Shares
”). As additional
consideration, the Insiders were issued Purchaser Warrants to
purchase an aggregate total of 196,846 shares of Common
Stock.
The
Company currently anticipates closing the Private Placement and
issuing the Purchaser Shares, Insider Shares and Purchaser Warrants
on or about November 9, 2016, subject to certain customary closing
conditions. The issuance of the Purchaser Shares and Insider
Shares resulted in gross proceeds to the Company of approximately
$1.1 million, which the Company expects to use for general working
capital purposes. Craig-Hallum Capital Group LLC served as the sole
placement agent for the Private Placement, and received a fee equal
to 9.0% of the proceeds received by the Company from the
Purchasers.
In connection with the Private Placement, each of
the Company’s officers and directors, including the Insiders,
will execute lock-up agreements for a lock-up term equal to 90 days
following the effective date of the Registration Statement, a form
of which is attached as Exhibit 10.5 to this Current Report on Form
8-K (the “
Lock-Up
Agreement
”).
The
Purchaser Shares, Purchaser Warrants and Insider Shares were
offered and sold in transactions exempt from registration under the
Securities Act in reliance on Section 4(a)(2) thereof and Rule 506
of Regulation D thereunder. Each of the Purchasers and
Insiders represented that it was an “accredited
investor” as defined in Regulation D, and was not subject to
the “Bad Actor” disqualifications described in Rule
506(d).
The foregoing descriptions of the Purchase Agreement, Purchaser
Warrants, Registration Rights Agreement, Insider Purchase
Agreement, Lock-Up Agreement and Escrow Agreement do not purport to
be complete, and are qualified in their entirety by reference to
the full text of the form of Purchase Agreement, form of Purchaser
Warrants, form of Registration Rights Agreement, form of Insider
Purchase Agreement, form of Lock-Up Agreement and Escrow Agreement,
attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5
respectively, each of which are incorporated by reference
herein.