Securities Registration Statement (simplified Form) (s-3/a)
June 30 2017 - 5:32PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 30,
2017
Registration No. 333-218116
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3/A
(Amendment No. 1)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRIDGELINE DIGITAL, INC.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
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52-2263942
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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80 Blanchard Road
Burlington, MA 01803
(781) 376-5555
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive
Offices)
Michael D. Prinn
Chief Financial Officer
Bridgeline Digital, Inc.
80 Blanchard Road
Burlington, MA 01803
(781) 376-5555
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to
Daniel W. Rumsey, Esq.
Jessica R. Sudweeks, Esq.
Disclosure Law Group, a Professional Corporation
600 West Broadway, Suite 700
San Diego, CA 92101
(619) 272-7050
Approximate date of
commencement of proposed sale to the public
: From time to time after this registration
statement becomes effective, as determined by market conditions and
other factors.
If the only securities being registered on this
form are being offered pursuant to dividend or interest
reinvestment plans, please check the following
box.
☐
If any of the securities being registered on this
form are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box.
☒
If this form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same
offering.
☐
If this form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.
☐
If this form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto
that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the
following box.
☐
If this form is a post-effective amendment to a
registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check
the following box.
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” “smaller
reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☑
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Emerging
growth company
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☐
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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
Bridgeline Digital, Inc. is hereby filing this
Pre-Effective Amendment No. 1 to the Registration Statement on Form
S-3 (Registration No. 333-218116), originally filed on May 19, 2017
(the “
Registration
Statement
”), as an
exhibit-only filing to file an opinion of Disclosure Law Group, a
Professional Corporation, filed herewith as Exhibit 5.1 (the
“
Opinion
”), as well as an updated consent from
Marcum LLP, the Company's independent registered public accounting
firm (together with the Opinion, the "
Exhibits
").
Accordingly, this Pre-Effective Amendment No. 1
consists only of the facing page, this explanatory note, Item 16 of
Part II of the Registration Statement, the signature page to the
Registration Statement, and the Exhibits filed herewith as Exhibits
5.1 and 23.1, respectively. The prospectus and the balance of Part
II of the Registration Statement are unchanged and have been
omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
1.1*
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Form of Underwriting Agreement
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1.2*
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Form of
Placement Agent Agreement
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4.1*
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Form of any certificate of designation with respect to any
preferred stock issued hereunder and the related form of preferred
stock certificate
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4.2*
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Form of any warrant agreement with respect to each particular
series of warrants issued hereunder
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4.3*
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Form of any unit agreement with respect to any unit issued
hereunder
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5.1+
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Opinion of Disclosure Law Group, a Professional
Corporation
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12.1*
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Computation of Ratio of Earnings to Fixed Charges
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23.1+
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Consent of Independent Registered Public Accounting Firm
– Marcum LLP
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23.2+
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Consent of Disclosure Law Group, a Professional Corporation
(included as part of Exhibit 5.1)
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24
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Power of Attorney (included on signature page of the Registration
Statement on Form S-3, filed May 19, 2017)
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*
To be filed, if necessary, subsequent to the effectiveness of this
registration by an amendment to this registration statement or
incorporation by reference pursuant to a Current Report on Form 8-K
in connection with an offering of securities.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Burlington,
Massachusetts on June 30, 2017.
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BRIDGELINE DIGITAL, INC.
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By:
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/s/ Roger
Kahn
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Roger
Kahn
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President and Chief Executive Officer
(Principal Executive Officer)
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POWER OF ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ *
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President and Chief Executive Officer
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June
30, 2017
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Roger
Kahn
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(Principal
Executive Officer)
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/s/ *
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Executive
Vice-President and
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June
30, 2017
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Michael
Prinn
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Chief
Financial Officer
(Principal
Financial Officer)
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/s/ *
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Director
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June
30, 2017
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Kenneth
Galaznik
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/s/ *
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Director
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June
30, 2017
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Joni
Kahn
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/s/ *
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Director
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June
30, 2017
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Scott
Landers
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/s/ *
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Director
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June
30, 2017
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Michael
Taglich
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*
By
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/s/ Roger
Kahn
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Roger
Kahn, Attorney-in-Fact
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June
30, 2017
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