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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): November 30, 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. ☐
 
 
 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On November 30, 2021, Mr. Mark Downey resigned from his position of Chief Financial Officer and Treasurer of Bridgeline Digital, Inc. (“Bridgeline” or the “Company”) to pursue new professional opportunities. Mr. Downey will continue to provide transition services to the Company as a consultant until January 31, 2022.
 
Effective November 30, 2021, the Company’s Board of Directors appointed Mr. Thomas Windhausen to serve as Chief Financial Officer and Treasurer of the Company.  Mr. Windhausen, age 43, has served as the Company’s VP of Finance since October 2021. He comes to Bridgeline with more than 20 years of experience in both public accounting and industry. Prior to joining the Company, Mr. Windhausen served as a VP of Finance with Comtech Telecommunications Corp. from July 2019 to September 2021, and from June 2011 to June 2019, Mr. Windhausen held various accounting and finance roles with Dealertrack Technologies, Inc., and its successor Cox Automotive Inc.  Mr. Windhausen started his career at PricewaterhouseCoopers, where he spent more than 10 years. He received his Bachelor’s of Science degree in Accounting from Le Moyne College in Syracuse, N.Y. and he is a member of the American Institute of Certified Public Accountants and New York State Society of Certified Public Accountants.
 
In connection with Mr. Windhausen’s appointment, the Company and Mr. Windhausen entered into an employment agreement, effective November 30, 2021 (the “Employment Agreement”). The Employment Agreement will expire on September 30, 2022 unless extended by mutual agreement of the Company and Mr. Windhausen, and entitles Mr. Windhausen to an annual base salary of two-hundred and forty thousand dollars. In addition, the Employment Agreement provides Mr. Windhausen with the ability to earn a bi-annual incentive bonus of twenty-two thousand five hundred dollars, which incentive bonus may be awarded to Mr. Windhausen at the discretion of the Company’s Compensation Committee. The Employment Agreement also provides that Mr. Windhausen will be eligible to participate in all other employee benefits plans and programs, and, in the event Mr. Windhausen’s employment is terminated by the Company without cause, he is entitled to receive severance benefits.
 
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the letter, which the Company intends to file as an exhibit to its Annual Report on Form 10-K for the year ended September 30, 2021, which will be filed with the Securities and Exchange Commission on or before December 29, 2021.
 
Except as disclosed in this Current Report on Form 8-K, there is no arrangement or understanding pursuant to which Mr. Windhausen was appointed as Chief Financial Officer. There are no related party transactions between the Company and Mr. Windhausen that are reportable under Item 404(a) of Regulation S-K.  
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
Exhibit Description
   
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: December 3, 2021
     
       
 
By:
/s/ Roger “Ari” Kahn
 
   
Roger “Ari” Kahn
 
   
President and Chief Executive Officer