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 February 2, 2021, Bridgeline Digital, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Woorank SRL (“Woorank”), an entity located in Belgium, to acquire all of the issued and outstanding shares of Woorank (the “Acquisition”) for a total purchase price of approximately €1.4 million (the “Purchase Price”). In addition to the Purchase Price, the Company will assume approximately €1.9 million of Woorank’s debt obligations as a part of the Acquisition. The debt has a weighted average interest rate of approximately 2.25%. Approximately €1.2 million of the debt to be assumed by the Company will be current debt with payment due within one year. The Purchase Agreement also provides for adjustments to the Purchase Price in the event of the achievement of certain revenue targets, as well as an additional earn-out provision for the achievement of certain operational goals.
Under certain conditions, up to approximately €0.6 million of the Purchase Price is payable, at the Company’s discretion, in shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a price per share equal to the greater of (i) the closing price of the Company’s Common Stock on the date of issuance or (ii) $3.38, the Minimum Price (as defined in the Nasdaq Listing Rule 5635(d)) of the Company’s Common Stock on February 1, 2021. In addition, the Company has agreed to pay to Mr. Boris Demaria a fee of $80,000, payable, at the Company’s discretion, by the issuance of 20,000 shares of the Company’s Common Stock, as consideration for Mr. Demaria’s assistance with certain matters related to the Acquisition for a period of one-year from the closing date of the Acquisition.
The consummation (the \”Closing\”) of the Acquisitionis conditioned upon certain customary closing conditions, as well as certain lenders of Woorank consenting to the Acquisition. A press release (the \”Press Release\”) issued by the Company regarding the execution of the Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, attached hereto as Exhibit 10.1, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
The financial statements required by Item 9.01(a) of Form 8-K are not included in this Current Report. The Company intends to file these financial statements by an amendment within the timeframe permitted by Item 9.01(a).
The pro forma financial information required by Item 9.01(b) of Form 8-K are not included in this Current Report. The Company intends to file this pro forma financial information by an amendment within the timeframe permitted by Item 9.01(b).
Bridgeline Digital, Inc. Exhibit
EX-10.1 2 ex_223749.htm EXHIBIT 10.1 ex_223749.htm Exhibit 10.1 February 2,…
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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.