Exhibit 10.1
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): April 17, 2020
BRIDGELINE DIGITAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33567 | 52-2263942 |
| (State or other | (Commission | (IRS Employer |
| jurisdiction of | File Number) | Identification No.) |
| incorporation) |
100 TradeCenter, Suite G-700
Woburn, MA 01801
(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 filing 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 Exchange 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. ☐
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, par value $0.001 |
BLIN |
NASDAQ |
|
Item 1.01 |
Entry into a Material Definitive Agreement |
On April 17, 2020, Bridgeline Digital, Inc. (the “Company”) entered into a loan with BNB Bank as the lender (“Lender”) in an aggregate principal amount of $1,047,500 (“PPP Loan”) pursuant to the Paycheck Protection Program ("PPP") under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). The PPP Loan is evidenced by a promissory note (“Note”). Subject to the terms of the Note, the PPP Loan bears interest at a fixed rate of one percent (1%) per annum, with the first six months of interest deferred, has an initial term of two years, and is unsecured and guaranteed by the Small Business Administration. The Company may apply to the Lender for forgiveness of the PPP Loan, with the amount which may be forgiven equal to the sum of payroll costs, covered rent obligations, and covered utility payments incurred by the Company during the eight-week period beginning on April 21, 2020, calculated in accordance with the terms of the CARES Act.
The Note provides for prepayment and customary events of default including, among other things, cross-defaults on any other loan with the Lender. The PPP Loan may be accelerated upon the occurrence of an event of default.
The foregoing summary is qualified in its entirety by reference to the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
|
Item 8.01 |
Other Events. |
On April 21, 2020, the Company issued a press release announcing that it had entered into the PPP Loan. The Press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
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Item 9.01 |
Financial Statement and Exhibits. |
|
Exhibit No. |
Description |
|
10.1 |
Promissory Note, dated as of April 17, 2020, by Bridgeline Digital, Inc. in favor of BNB Bank. |
|
99.1 |
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.
BRIDGELINE DIGITAL, INC.
(Registrant)
By: /s/Mark G. Downey
Mark G. Downey
Chief Financial Officer
Date: April 21, 2020
EXHIBIT INDEX
|
Exhibit No. |
Exhibit Description |
|
|
10.1 |
Promissory Note, dated as of April 17, 2020, by Bridgeline Digital, Inc. in favor of BNB Bank. |
|
|
99.1 |
Press release dated April 20, 2020. |
|
Exhibit 10.1
Exhibit 99.1
Bridgeline Secures $1 Million Loan Under Paycheck Protection Program Provision of CARES Act
Woburn, Mass., April 21, 2020 (GLOBE NEWSWIRE) -- Bridgeline Digital, Inc. (NASDAQ:BLIN), a provider in cloud-based digital experience software announced that it accepted a $1 million loan under the Payroll Protection Program (“PPP”) (the “Loan”) contained within the new Coronavirus Aid, Relief, and Economic Security (“CARES”) Act signed into law by President Trump on March 27, 2020. The Loan was obtained from BNB Bank in New York. As a U.S. Small Business, Bridgeline qualifies for the PPP which is a forgivable loan designed to create economic stimulus by providing additional operating capital to small businesses in the United States.
The Loan has a fixed rate of one percent (1%) per annum over two years and up to 100% of the loan will be forgiven based on the amount of the funds used during first eight-week period following the loan origination date used towards payroll, rent, and certain other operating expenses. The forgiven amount is not included in taxable income.
“We are grateful to the Small Business Administration for creating and implementing this much-needed safety net in response to the COVID-19 pandemic. This loan gives us a cushion to support our workers in view of the uncertain duration of the pandemic. We expect to emerge from this crisis stronger than ever with healthy financials and a strong team,” said Ari Kahn, President and CEO of Bridgeline.
Mark Downey, Bridgeline’s Chief Financial Officer, said “I’d like to thank BNB Bank for its efficiency and customer service that resulted in Bridgeline receiving its PPP loan.” BNB Bank is a commercial bank serving Long Island and the greater New York metropolitan area, and known as a trusted financial partner to businesses capable of making fast, local decisions.
About Bridgeline Digital
Bridgeline Digital, The Digital Engagement Company™, helps customers maximize the performance of their omni-channel digital experience - from websites and intranets to online stores and campaigns. Bridgeline's Unbound platform deeply integrates Web Content Management, eCommerce, Marketing Automation, Site Search, Community Portals, Social Media Management, Translation and Web Analytics to help organizations deliver digital experiences that attract, engage, nurture and convert their customers across all channels and streamline business operations. Headquartered in Woburn, Mass., Bridgeline has thousands of quality customers that range from small- and medium-sized organizations to Fortune 1000 companies. To learn more, please visit www.bridgeline.com or call (800) 603-9936.
Contact:
Mark G. Downey
Chief Financial Officer & Treasurer
Bridgeline Digital, Inc.
mdowney@bridgeline.com