false 0001378590 0001378590 2022-06-15 2022-06-15

 

 

 

Date of report (Date of earliest event reported): June 15, 2022

 

 

 

 

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

On May 11, 2021, Bridgeline Digital, Inc. (“Bridgeline”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Svanaco, Inc., an Illinois corporation (“Svanaco”), Svanawar, Inc., an Illinois corporation (“Svanawar,” and together with Svanaco, “Sellers”), and Hawk Search Inc., an Illinois corporation (“Hawk Search”). The Purchase Agreement provided for an Earnout (i) based on the achievement of certain future financial targets and (ii) estimated by Bridgeline at approximately $2,600,000.  In consideration of payment of the Earnout approximately six months earlier than the Earnout Payment Date and settlement of a Working Capital Adjustment (approximately $200,000 in favor of Bridgeline), the Parties have agreed to a payment of approximately $2,000,000 that reflects both a discount to the Earnout and the Working Capital Adjustment. Terms used in this Form 8-K without definition are defined in the Purchase Agreement. See Bridgeline’s Current Report on Form 8-K as filed with the SEC on May 12, 2021 for a description of the material terms and conditions of the Purchase Agreement.

 

Item 1.01. Entry into a Material Definitive Agreement

 

 

On June 15, 2022, the Bridgeline, Sellers, and Hawk Search entered into an Amendment to the Purchase Agreement (the “Amendment”). Described below are the principal changes of the Amendment to the terms and conditions of the Purchase Agreement.

 

Pursuant to the Amendment, in full satisfaction of Bridgeline’s obligation to pay the Earnout, Bridgeline agreed to pay to Sellers the aggregate sum of $2,028,773.20 in the following two payments: (i) on or before July 1, 2022, the aggregate sum of $1,778,773.20; and (ii) on or before October 3, 2022, the aggregate sum of $250,000.00. All other provision contained in the Purchase Agreement remain unmodified and in full force and effect.

 

The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, attached hereto as Exhibit 10.1, which is incorporated by reference herein.

 

 

(d) Exhibits.

 

 

 

 

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.