BRIDGELINE DIGITAL, INC. (NASDAQ:BLIN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement
On March 13, 2019, Bridgeline Digital, Inc. (the “Company” or “Bridgeline”) consummated its previously announced asset purchase, as reported on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2019, and is incorporated by reference herein, to acquire certain assets from Stantive Technologies Group Inc. (“Stantive”). Stantive, a corporation organized under the laws of Ontario, Canada, owns and operates an information technology software business focused on the development and deployment of a proprietary content management platform.
to the asset purchase agreement (the “APA”), the Company has agreed, subject to certain conditions described in the APA, to purchase substantially all of the assets upon Closing. Under the terms of the APA, Stantive will sell, assign and transfer all of its rights, title and interest in and to substantially all of the assets to the Company in exchange for consideration consisting of $5,177,400 in cash, which included Cure Costs, as defined in the APA, and certain liabilities as of the Closing (together, the “Purchase Price”).
The foregoing description of the APA and Closing does not purport to be complete, and is qualified in their entirety by reference to the full text of the APA as previously disclosed which is incorporated by reference herein.
Item 2.01. Completion of Acquisition or Disposition of Assets
On March 13, 2019, the Company completed the acquisition of certain assets of Stantive as described in Item 1.01. The acquisition was made to the APA described in Item 1.01, whereby, upon the terms and subject to the conditions set forth therein.
Item 7.01.Regulation FD Disclosure
On March 13, 2019, the Company issued a press release announcing the completion of the Stantive acquisition. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01 to this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that section. The information in this Item 7.01 (including Exhibit 99.1) shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, except as otherwise expressly stated in such filing.
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 law purposes or because such representations may no longer continue to be true as of any given date.
Financial Statements of Businesses Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
Pro Forma Financial Information.
The financial statements required by Item 9.01(b) of Form 8-K will be filed no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
Press Release dated March 14, 2019 by Bridgeline Digital, Inc.
Bridgeline Digital, Inc. Exhibit
EX-99.1 2 ex_137697.htm EXHIBIT 99.1 ex_137697.htm Exhibit 99.1 Bridgeline Digital Acquires OrchestraCMS Assets from Stantive Technologies Group BURLINGTON,…
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About BRIDGELINE DIGITAL, INC. (NASDAQ:BLIN)
Bridgeline Digital, Inc. is a digital engagement company. The Company’s iAPPS platform is a Web Engagement Management (WEM) platform that integrates Web Content Management, e-commerce, e-marketing, Social Media management and Web Analytics to help marketers deliver digital experiences that engage and convert their customers across all channels. The iAPPS platform is delivered through a cloud-based Software as a Service (SaaS) multi-tenant business model, which provides customers with deployment providing maintenance, daily technical operation and support, or through a perpetual licensing business model. The iAPPS suite of products includes iAPPS Experience Manager, iAPPS Content Manager, iAPPS Commerce, iAPPS Marketier, iAPPS Analyzer, iAPPSds and iAPPS Social. It offers various services, such as digital engagement services, digital strategy services, usability design and information architecture. It provides shared hosting, dedicated hosting and SaaS hosting for its customers.