Form 8-K - Current report

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): September 27, 2023

	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. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 27, 2023, Bridgeline Digital, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock (“Common Stock”) for the thirty-one (31) consecutive business days ended September 26, 2023, the Company no longer satisfies the requirement to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until March 25, 2024 (the “Initial Compliance Period”), to regain compliance by satisfying the Bid Price Requirement for a minimum of ten (10) consecutive business days during the Initial Compliance Period.

If the Company does not regain compliance within the Initial Compliance Period, it may be provided an additional compliance period of 180 calendar days (the “Additional Compliance Period”). To qualify for the Additional Compliance Period, the Company must satisfy the continued listing requirement for the market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market. The Company would also be required to provide written notice to Nasdaq of its intent to cure the deficiency.

The letter does not result in the immediate delisting of the Company’s Common Stock from The Nasdaq Capital Market. The Company will continue to monitor the closing bid price of its Common Stock and consider its available options in the event it is unable regain compliance with the Bid Price Requirement.

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: September 29, 2023

	By:	/s/ Thomas R. Windhausen
		Thomas R. Windhausen
		Chief Financial Officer

Document And Entity Information	Sep. 27, 2023
Document Information [Line Items]
Entity, Registrant Name	BRIDGELINE DIGITAL, INC.
Document, Type	8-K
Document, Period End Date	Sep. 27, 2023
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