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): November 27 , 201 7
BRIDGELINE DIGITAL , INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33567 | 52-2263942 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
80 Blanchard Road
Burlington , MA 0180 3
(Address of principal executive offices, including 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 fil ing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 1. 0 1 . Entry into a Material Definitive Agreement
On November 27, 2017, Bridgeline Digital, Inc. (the “Company”) signed an amendment (the “Amendment”) to a certain Loan and Security Modification Agreement modifying its Loan and Security Agreement with Heritage Bank of Commerce (the “Bank”). Included in the Amendment is the Performance to Plan metrics for the last quarter of fiscal 2017 and the first two quarters of fiscal 2018. Thereafter, the Company and Bank shall mutually agree upon minimum quarterly Adjusted EBITDA amounts for each fiscal year within thirty (30) days following the beginning of each fiscal year.
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 laws purposes or because such representations may no longer continue to be true a of any given date.
(d) Exhibits.
| Exhibit No. | Exhibit Description |
| 10 .1 | Fifth Amendment to the Loan and Security Agreement between Bridgeline Digital, Inc. and Heritage Bank of Commerce, dated November 27, 2017 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BRIDGELINE DIGITAL , INC. |
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By: |
/s/ Michael Prinn |
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Michael Prinn |
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Executive Vice President and Chief Financial Officer |
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Date: November 28, 2017
EXHIBIT INDEX
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Exhibit No. |
Exhibit Description |
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10. 1 |
Exhibit 10.1
FIFTH
AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This Fifth Amendment to Loan and Security Agreement is entered into as of November 27, 2017 (the “Amendment”), by and between HERITAGE BANK OF COMMERCE (“Bank”) and BRIDGELINE DIGITAL, INC. (“Borrower”).
RECITALS
Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 9, 2016 and as amended from time to time , including pursuant to that certain First Amendment to Loan and Security Agreement dated as of August 15, 2016, that certain Second Amendment to Loan and Security Agreement dated as of December 12, 2016, that certain Third Amendment to Loan and Security Agreement dated as of August 10, 2017 and that certain Fourth Amendment to Loan and Security Agreement dated as of October 6, 2017 (collectively, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Section 6.9(b) of the Loan and Security Agreement is amended and restated in its entirety to read as follows:
(b) Performance to Plan – Adjusted EBITDA. Borrower’s quarterly Adjusted EBITDA loss for the quarters through March 31, 2018 are set forth on Exhibit D. Borrower shall deliver to Bank on or prior to March 31, 2018 its updated Financial Plan for the fiscal quarters ending June 30, 2018 and September 30, 2018; and Borrower and Bank shall mutually agree upon minimum quarterly Adjusted EBITDA amounts for the remainder of fiscal year 2018 no later than April 30, 2018. For each quarter thereafter, Borrower and Bank shall mutually agree upon minimum quarterly Adjusted EBITDA amounts for each fiscal year within thirty (30) days following the beginning of each fiscal year.
2. Exhibit D to the Loan and Security Agreement is replaced in its entirety with the Exhibit D separately provided by Bank to Borrower.
3. Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.
4. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement.
5. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof.
6. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:
(a) payment of an amendment fee in the amount of $2,500 plus all Bank Expenses incurred through the date of this Amendment; and
(b) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.
[signature page follows]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.
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BRIDGELINE DIGITAL, INC.
By: /s/ Michael D. Prinn
Name:
Michael D. Prinn
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HERITAGE BANK OF COMMERCE
By: /s/ Karla Schrader
Name: Karla Schrader
Title: VP |