Bridgeline Digital, Inc. — Regulatory Filings 2019

Nov 18, 2019

S-8 1 blins8.htm S-8 Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2019 Issuer Direct Corporation Blueprint

As filed with the Securities and Exchange Commission on November 18, 2019

Registration Statement No. 333-________

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Bridgeline Digital, Inc.

(Exact name of registrant as specified in its charter)

Delaware	52-2263942
(State
or other jurisdiction of incorporation or organization)	(I.R.S.
Employer Identification
No.)

100 Summit Drive

Burlington, MA 01803

(Address of principal executive offices)

—————————

Bridgeline Digital, Inc. 2016 Stock Incentive Plan, as Amended

(Full title of the plan)

—————————

Mark G. Downey

Chief Financial Officer

100 Summit Drive

Burlington, MA 01803

(781) 376-5555

(Name, address, and telephone number of agent for service)

Copies of all communications to:

Jessica R. Sudweeks, Esq.

Disclosure Law Group, a Professional Corporation

655 W. Broadway, Suite 870

San Diego, California 92101

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth 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.

| Large Accelerated filer | Accelerated filer | [ ] | | --- | --- | --- | | Non-accelerated filer [X] | Smaller reporting company | [X] | | | 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 Section 7(a)(2)(B) of the Securities Act. [ ]

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CALCULATION OF REGISTRATION FEE

| Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | | --- | --- | --- | --- | --- | | Common stock, $0.001 par value | 790,000 | $ 1.39 | $ 1,098,100 | $ 142.54 | | Total | 790,000 | | | $ 142.53 |

———————

(1)

Shares available for issuance under our 2016 Stock Award Plan, as amended (the “ Plan ”), were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission (“ SEC ”) on August 17, 2016 ( Registration No. 333- 213185 ). This Registration Statement on Form S-8 is being filed to register an additional 790,000 shares of our common stock, par value $0.001 per share (“ Common Sto ck”), underlying options that may be issued or are currently outstanding under the Plan. In accordance with Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transaction

(2)

Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional securities under the Plan. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h)(1) under the Securities Act, using the average of the high and low sales price as reported on the Nasdaq Capital Market on November 14, 2019.

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EXPLANATORY NOTE

Bridgeline Digital, Inc. (the “ Company ”) has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “ Securities Act ”), to register an additional 790,000 shares of the Company’s common stock, par value $0.001 per share (“ Common Stock ”), issuable pursuant to the Company’s 2016 Stock Incentive Plan, as amended (the “ Plan ”). The Plan provides for the grant of incentive stock options, non-qualified stock options, shares of our Common Stock, restricted shares of Common Stock, restricted stock units, stock appreciation rights, dividend equivalent rights and other stock-based awards (collectively, “ Awards ”). Awards, other than incentive stock options, may be granted to the Company’s officers, directors, employees and outside consultants and advisors. The Company previously registered shares available for issuance under the Plan on a registration statement on Form S-8 filed with the SEC on August 17, 2016 (Registration No. 333-213185) (the “ Prior Registration Statement ”).

Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement relating to the Plan, and all periodic reports filed by the Company after the Prior Registration Statement to maintain current information about the Company are hereby incorporated by reference.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

The exhibits filed as part of this Registration Statement are as follows:

Exhibit — No.	Exhibit	Incorporated by Reference — Form	Filing Date	Exhibit No.	Filed — Herewith
3.1	Certificate of Amendment to Amended
and Restated Certificate of Incorporation, dated May 1,
2019	8-K	May 1,
2019	3.1
3.2	Certificate of Designations of the
Series A Convertible Preferred Stock, dated October 28,
2014	8-K	November
4, 2014	3.1
3.3	Certificate of Designations of the
Series B Convertible Preferred Stock, dated October 16,
2018	8-K	October
19, 2018	3.1
4.1	Specimen Common Stock Certificate
(File No. 333-139298)	SB-2/A	June
21, 2007	4.1
4.2	Form of Warrant, dated October 16,
2018	8-K	October
19, 2018	4.1
5.1*	Legal Opinion of
Disclosure Law Group, a Professional Corporation.				X
23.1*	Consent of
Independent Registered Public Accounting Firm – Marcum,
LLP.				X
23.2	Consent of
Disclosure Law Group, a Professional Corporation. (included in
Exhibit 5.1)				X
24.1	Power
of Attorney, dated August 17, 2016	S-8	August
17, 2016		X

• Filed herewith.

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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-8 and has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Burlington, Massachusetts, on this 18th day of November 2019.

Bridgeline Digital, Inc.
By:	/s/ Mark G.
Downey
	Mark G.
Downey Chief
Financial Officer and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of November 18, 2019.

Signature	Title	Date
/s/ Roger
Kahn	President
and Chief Executive	November
18, 2019
Roger
Kahn	Officer,
Director (Principal
Executive Officer)
/s/ Mark G.
Downey	Chief
Financial Officer	November
18, 2019
Mark G.
Downey	and
Treasurer (Principal
Financial Officer)
/s/*	Director	November
18, 2019
Kenneth
Galaznik
/s/ *	Director	November
18, 2019
Joni
Kahn
/s/ *	Director	November
18, 2019
Roger
Kahn
/s/ *	Director	November
18, 2019
Scott
Landers
/s/ *	Director	November
18, 2019
Michael
Taglich

*
Attorney-in-fact

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