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BLIN > SEC Filings for BLIN > Form 8-K on 24-Jun-2013All Recent SEC Filings

Show all filings for BRIDGELINE DIGITAL, INC.



Entry into a Material Definitive Agreement, Unregistered Sale of Equity

Item 1.01. Entry into a Material Definitive Agreement

On June 19, 2013, Bridgeline Digital entered into a Securities Purchase Agreement (the "Purchase Agreement") with accredited investors pursuant to which Bridgeline Digital sold an aggregate of 460,000 Units at a purchase price of $5.00 per Unit. Each Unit consisted of five shares of common stock and a five year warrant to purchase one share of common stock at a price equal to $1.25 per share. Taglich Brothers, Inc. served as placement agent for the transaction. The gross proceeds to Bridgeline Digital at the closing of this private placement were $2,300,000.

The Units, shares of common stock, warrants and shares of common stock underlying the warrants issued in the transaction 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. Pursuant to the terms of the Purchase Agreement, Bridgeline Digital has agreed to provide piggyback registration rights with respect to the shares of common stock purchased in the transaction and the shares of common stock underlying the warrants in the event Bridgeline Digital files a registration statement, with certain limited exceptions.

As compensation for acting as placement agent, Bridgeline Digital paid Taglich Brothers, Inc. a cash payment of $184,000 and issued Taglich Brothers, Inc., and its affiliates, five year warrants to purchase an aggregate of 230,000 shares of Bridgeline Digital's common stock at a price equal to $1.25 per share. Bridgeline Digital agreed to provide piggyback registration rights with respect to the shares of common stock underlying the warrants.

The description of agreements and securities contained in this Form 8-K is qualified in its entirety by reference to the full text of the agreements and securities that Bridgeline Digital filed as exhibits to this Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities

See the disclosure set forth in Item 1.01 above, which is incorporated herein by reference.

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(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.

Item 9.01 Financial Statements and Exhibits

Explanatory Note Regarding Exhibits

Investors should not rely on or assume the accuracy of representations and warranties in negotiated agreements that have been publicly filed because such representations and warranties may be subject to exceptions and qualifications contained in separate disclosure schedules, because such representations may represent the parties' risk allocation in the particular transaction, because such representations may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes or because such representations may no longer continue to be true as of any given date.

(d) Exhibits.

Exhibit No. Exhibit Description

10.1 Securities Purchase Agreement between Bridgeline Digital, Inc. and the investors named therein, dated June 19, 2013.

10.2 Form of Common Stock Purchase Warrant issued to investors, dated June 19, 2013.

10.3 Form of Common Stock Purchase Warrant issued to placement agent, dated June 19, 2013.

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