Bridgeline Digital sets up at-the-market stock plan

Bridgeline Digital, Inc. entered into a Common Stock Sales Agreement with WestPark Capital, Inc. on July 14, 2026.

Rhea-AI Filing Summary

Bridgeline Digital, Inc. entered into a Common Stock Sales Agreement with WestPark Capital, Inc. on July 14, 2026. The arrangement allows the company to offer and sell shares of its common stock from time to time through WestPark, acting as sales agent under an existing Form S-3 registration statement and related prospectus supplement.

Sales may be made as an at-the-market offering under Rule 415(a)(4), including on The Nasdaq Capital Market or through negotiated transactions at prices based on prevailing market levels. Bridgeline may set minimum sale prices and is not required to sell any shares. WestPark will receive a 3.0% commission on aggregate gross proceeds, plus reimbursement of expenses up to $50,000 and up to $3,500 per calendar quarter for ongoing diligence, and either party may terminate the agreement on written notice.

Filing Explained

The agreement creates future issuance capacity, but the filing records no issuance and does not size potential dilution.

The July 14 Form 8-K discloses a registered capacity for Bridgeline Digital to sell common shares through the sales agreement; it does not report that any shares have been sold or issued.

If shares are later issued, the total share count would increase and an existing holder's percentage ownership would decrease absent offsetting changes, so the structural effect is potentially dilutive rather than dilution already completed.

The filing gives no aggregate share amount, specific sale price, expected sale dates, use of proceeds, or resulting ownership impact, so it does not establish the potential issuance's size or economics.

A later prospectus supplement would provide the final terms of a specific takedown, while a subsequent company filing would be needed to show whether shares were actually sold.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Sales agent commission: 3.0% of aggregate gross proceeds Expense reimbursement cap: $50,000 Quarterly diligence fee cap: $3,500 per calendar quarter +2 more

5 metrics

Sales agent commission 3.0% of aggregate gross proceeds Commission payable to WestPark Capital on sales of Placement Shares

Expense reimbursement cap $50,000 Maximum reimbursable out-of-pocket expenses for WestPark, including legal fees

Quarterly diligence fee cap $3,500 per calendar quarter Maximum quarterly disbursement for WestPark counsel’s ongoing diligence procedures

Common stock par value $0.001 per share Par value of Bridgeline Digital’s common stock

Form S-3 file number 333-285176 Registration statement under which the Placement Shares are offered

Key Terms

at-the-market offering, Common Stock Sales Agreement, prospectus supplement, Rule 415(a)(4), +1 more

5 terms

at-the-market offering regulatory

"WestPark may sell the Placement Shares in sales deemed to be an at-the-market offering"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

Common Stock Sales Agreement financial

"entered into a Common Stock Sales Agreement with WestPark Capital, Inc."

prospectus supplement regulatory

"The Company has filed a prospectus supplement to its registration statement on Form S-3"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Rule 415(a)(4) regulatory

"as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933"

Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.

indemnification and contribution rights regulatory

"The Company has agreed to provide WestPark with customary indemnification and contribution rights"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did Bridgeline Digital (BLIN) enter on July 14, 2026?

On July 14, 2026, Bridgeline Digital entered a Common Stock Sales Agreement with WestPark Capital. The agreement lets the company sell shares of its common stock from time to time through WestPark as sales agent, under an existing Form S-3 registration and prospectus supplement.

How does Bridgeline Digital’s (BLIN) at-the-market offering with WestPark Capital work?

The agreement permits WestPark to sell Bridgeline’s common stock in an at-the-market offering, including on The Nasdaq Capital Market and in negotiated trades at prices based on prevailing market levels. Sales occur only as instructed by Bridgeline, which may specify minimum acceptable prices.

What commissions and fees will Bridgeline Digital (BLIN) pay under the Sales Agreement?

Bridgeline will pay WestPark a fixed 3.0% commission on aggregate gross proceeds from share sales. It also agreed to reimburse up to $50,000 of WestPark’s out-of-pocket expenses and up to $3,500 per calendar quarter for counsel’s ongoing diligence procedures.

Is Bridgeline Digital (BLIN) obligated to sell shares under the WestPark Sales Agreement?

Bridgeline is not obligated to make any sales under the Common Stock Sales Agreement. The company may instruct WestPark not to sell shares, including when trades cannot be effected at or above a price level Bridgeline designates from time to time.

When can the Common Stock Sales Agreement between Bridgeline Digital (BLIN) and WestPark end?

The sales program ends upon the earlier of the sale of all Placement Shares covered by the agreement or its termination. Either Bridgeline or WestPark may terminate the agreement at any time in its sole discretion by providing written notice to the other party.

Where can Bridgeline Digital (BLIN) shares be sold under this at-the-market program?

Shares may be sold directly on or through The Nasdaq Capital Market or any other existing trading market for Bridgeline’s common stock, in negotiated transactions at market prices or prices related to them, and through any other method of sale permitted by applicable law.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/14/2026 - 05:01 PM EDT Learn about SEC filing dates

false 0001378590 0001378590 2026-07-14 2026-07-14

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): July 14, 2026

BRIDGELINE DIGITAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33567	52-2263942
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Sylvan Road, Suite G700

Woburn, MA 01801

(Address of principal executive offices, zip code)

(781) 376-5555

(Issuer's telephone number)

(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	The 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 1.01.         Entry into Material Definitive Agreement.

On July 14, 2026, Bridgeline Digital. Inc. (the “Company”) entered into a Common Stock Sales Agreement (the “Sales Agreement”) with WestPark Capital, Inc., as sales agent (“WestPark”), pursuant to which the Company may offer and sell, from time to time through WestPark, shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to the terms and conditions of the Sales Agreement. The Company has filed a prospectus supplement to its registration statement on Form S-3 (File No. 333-285176) offering the Placement Shares.

Under the Sales Agreement, WestPark may sell the Placement Shares in sales deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through The Nasdaq Capital Market or any other existing trading market for the Company’s Common Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law. The Company may instruct WestPark not to sell the Placement Shares if the sales cannot be effected at or above the price designated by the Company from time to time.

The Company is not obligated to make any sales of the Placement Shares under the Sales Agreement. WestPark is not obligated to purchase any Placement Shares on a principal basis pursuant to the Sales Agreement, except as otherwise specifically agreed by WestPark and the Company in a separate agreement. No assurance can be given that the Company will sell Placement Shares under the Sales Agreement, or if such sales occur, no assurance can be given as to the price or number of shares that will be sold, or the dates on which any such sales will take place. The offering pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all of the Placement Shares subject to the Sales Agreement and (ii) termination of the Sales Agreement as permitted therein. Either party may terminate the Sales Agreement in its sole discretion at any time upon written notice to the other party.

The Company will pay WestPark a fixed commission rate of 3.0% of the aggregate gross proceeds from the sale of the Placement Shares pursuant to the Sales Agreement and has agreed to provide WestPark with customary indemnification and contribution rights. The Company also has agreed to reimburse WestPark for its reasonable out-of-pocket expenses (including but not limited to the reasonable and documented fees and expenses of its legal counsel) in an amount not to exceed $50,000 and quarterly disbursements of counsel to WestPark for ongoing diligence procedures in an amount not to exceed $3,500 per calendar quarter.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The opinion of Ruskin Moscou Faltischek, P.C., the Company’s counsel, regarding the legality of the Placement Shares that may be issued pursuant to the Sales Agreement is also filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Placement Shares discussed herein, nor shall there be any offer, solicitation, or sale of the Placement Shares in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01.         Financial Statements and Exhibits.

(d) Exhibits

No.		Description
5.1		Opinion of Ruskin Moscou Faltischek, P.C.
10.1		Common Stock Sales Agreement, dated July 14, 2026, between Bridgeline Digital, Inc. and WestPark Capital, Inc.
23.1		Consent of Ruskin Moscou Faltischek, P.C. (included in Exhibit 5.1)
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: July 14, 2026
	By:	/s/ Thomas R. Windhausen
		Thomas R. Windhausen
		Chief Financial Officer

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 201.5 KB

Other Documents

• EX-5.1 EXHIBIT 5.1 10.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB