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UNITED STATES
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): September 9, 2021
 
 
BRIDGELINE DIGITAL, INC.
 
 
(Exact Name of Registrant as
Specified in Its Charter)
 
     
 
Delaware
 
 
(State or Other Jurisdiction of
Incorporation)
 
 
001-33567
 
52-2263942
(Commission File Number)
 
(IRS Employer Identification No.)
 
100 Sylvan Road, Suite G700, Woburn, MA
 
01801
(Address of Principal Executive Offices)
 
(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 (17 CFR 230.425)
 
☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
 
☐   Pre -commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
 
☐   Pre -commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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
BLIN
Nasdaq Stock Market, LLC
 
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. ☐
 
 
 
 
--09-30
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On September 9, 2021, the Board of Directors (the “Board”) of Bridgeline Digital, Inc. (the “Company”) approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaw Amendment”), effective immediately. The Bylaws Amendment amended Article I, Section 6 of the Amended and Restated Bylaws to reduce the quorum requirements of all meetings of the stockholders of the Company from a majority to the holders of thirty-five percent (35%) of the stock issued and outstanding and entitled to vote. The description of the Bylaw Amendment is qualified in its entirety by reference to the Amendment No. 1 to the Amended and Restated Bylaws of the Company, as set forth in Exhibit 3.1 to this Report on Form 8-K and incorporated by reference herein.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
Exhibit Description
   
3.1
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURES
 
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.
 
 
 
BRIDGELINE DIGITAL, INC.
 
 
(Registrant)
 
Date: September 9, 2021
     
       
 
By:
/s/ Mark G. Downey
 
   
Mark G. Downey
 
   
Chief Financial Officer
 
       
 
 

Exhibit 3.1

 

 

CERTIFICATE OF AMENDMENT

to the

AMENDED AND RESTATED BYLAWS

of

BRIDGELINE DIGITAL, INC.

 

I, Mark G. Downey, in my capacity as Secretary of Bridgeline Digital, Inc., a Delaware corporation (the “Company”), hereby certify that the Amended and Restated Bylaws (the “Bylaws”) of the Company were amended by a resolution adopted by the board of directors of the Company on September 9, 2021 as follows:

 

Article I, Section 6 of the Bylaws was deleted in its entirety and replaced as follows:

 

“Section 6. Quorum. The holders of thirty-five percent (35%) of the stock issued and outstanding and entitled to vote thereat, present in person, present by means of remote communication in a manner, if any, authorized by the board of directors in its sole discretion, or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute, the certificate of incorporation or these By-Laws. Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business at the meeting or any adjournment thereof, notwithstanding the withdrawal of enough stockholders to leave less than a quorum at the meeting or any adjournment thereof.”

 

 

Dated: September 9, 2021

 

 

/s/ Mark G. Downey

 

Mark G. Downey

 

Chief Financial Officer and Secretary