Bridgeline Digital Announces Offerings Priced At-the-Market for Gross Proceeds of $5.1 Million
12 Mayo 2021 - 8:20AM
Bridgeline Digital, Inc. (NASDAQ: BLIN) (“Bridgeline” or the
“Company”), a provider of cloud-based Marketing Technology
software, announced today a registered direct offering priced
at-the-market of 1,060,000 shares of its common stock at a price of
$2.28 per share, for gross proceeds of approximately $2.4 million
prior to deduction of commissions and offering expenses.
Additionally, the Company has entered into securities purchase
agreements with certain institutional investors in connection with
a private placement of 2,700 shares of its Series D Convertible
Preferred Stock (the “Series D Preferred Stock”) at a price of
$1,000 per share and warrants to purchase up to an aggregate of
592,105 shares of common stock at an exercise price of $2.51 per
share (the “Warrants”). The Company expects to receive gross
proceeds from the private placement of approximately $2.7 million,
prior to deduction of commissions and offering expenses.
The Series D Preferred Stock is convertible into
an aggregate of approximately 1,184,211 shares of common stock at a
conversion price of $2.28 per share, subject to certain ownership
limitations, upon the Company obtaining shareholder approval to
provide for the full conversion of the Series D Preferred Stock and
the full exercise of the Warrants (“Shareholder Approval”).
Beginning on the six month anniversary of the original issuance
date, the Series D Preferred Stock holders are entitled to receive
cumulative dividends at the annual rate per share of Preferred
Stock as a percentage of the stated value per share of 9% on the
last day of each calendar quarter, which right will terminate upon
receipt of Shareholder Approval. Until Shareholder Approval
is obtained, the Series D Preferred Stockholders have preferential
liquidation rights over the Company's common stockholders and
holders of the Company’s outstanding preferred stock. The
Warrants are exercisable six months from the date of issuance, and
will expire five and a half years following the date of
issuance.
Joseph Gunnar & Co. is acting as the lead
placement agent and Taglich Brothers, Inc. is acting as
co-placement agent.
The Company intends to use the net proceeds of
the offerings for working capital and general corporate
purposes. The closings of the offerings are expected to
take place on or about May 14, 2021, subject to the satisfaction or
waiver of customary closing conditions.
The shares of common stock described above are
being offered pursuant to a "shelf" registration statement on Form
S-3 (File No. 333-239104) that was filed by the Company with the
Securities and Exchange Commission (SEC) and was declared effective
on June 25, 2020. The Company will file a prospectus
supplement with the SEC relating to such shares of common
stock. Copies of the prospectus supplement and the
accompanying prospectus relating to and describing the terms of the
offering may be obtained, when available, from Joseph Gunnar &
Co., LLC. 30 Broad Street, 11th Floor, New York, NY 10004, or by
email at investmentbanking@jgunnar.com.
The Series D Preferred Stock and Warrants
described above are being offered in a private placement under
Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Act"), and Regulation D promulgated thereunder and, along with the
shares of common stock underlying the warrants, have not been
registered under the Act, or applicable state securities
laws. Accordingly, the warrants and underlying shares of
common stock may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Act and such
applicable state securities laws.
Under an agreement with the investors in the
private placement, the Company is required to file an initial
registration statement with the SEC covering the resale of the
shares of the Company’s common stock underlying the Series D
Preferred Stock and the Warrants no later than 15 days after today
and to use best efforts to have the registration statement declared
effective as promptly as practical thereafter, and in any event no
later than 90 days following the date hereof.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About BridgelineBridgeline
helps companies grow online revenues by increasing their traffic,
conversion rate, and average order value with its Unbound platform
and suite of apps. To learn more, please visit
www.bridgeline.com or call (800) 603-9936.
Forward-Looking Statements
Certain of the statements made in this press release are
forward-looking, such as those, among others, relating to our
expectations regarding the completion of the proposed
offerings. Actual results or developments may differ
materially from those projected or implied in these forward-looking
statements. Factors that may cause such a difference include,
without limitation, risks and uncertainties related to whether or
not we will be able to raise capital through the sale of
securities, the final terms of the proposed offerings, market and
other conditions, the satisfaction of customary closing conditions
related to the proposed offerings and the impact of general
economic, industry or political conditions in the United States or
internationally. There can be no assurance that we will be
able to complete the proposed offerings on the anticipated terms,
or at all. We will need to raise additional capital to fund
our operations and may be unable to raise capital when needed,
which would force us to delay, reduce or eliminate our current
business initiatives.
You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this press
release. Certain other risks are more fully discussed in the
section entitled "Risk Factors" in the prospectus supplement and
the prospectus relating to the registered direct offering, our most
recent annual report on Form 10-K, as well as discussions of
potential risks, uncertainties, and other important factors in our
other filings with the SEC. Our SEC filings are available on
the SEC's website at www.sec.gov. In addition, any
forward-looking statements represent our views only as of the
issuance of this release and should not be relied upon as
representing our views as of any subsequent date. We explicitly
disclaim any obligation to update any forward-looking
statements.
Contact:Mark G. DowneyChief Financial
OfficerBridgeline Digital, Inc.mdowney@bridgeline.com
Bridgeline Digital (NASDAQ:BLIN)
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