Bridgeline Digital (BLIN) faces Nasdaq warning over sub-$1 bid price

Rhea-AI Filing Summary

Bridgeline Digital, Inc. reported that Nasdaq has notified the company its common stock no longer meets the minimum bid price requirement of $1.00 per share under Nasdaq Listing Rule 5550(a)(2). This followed thirty consecutive business days with a closing bid below that level, ending January 28, 2026.

The company has an initial 180-day compliance period, until July 28, 2026, to have its bid price at or above $1.00 for at least ten consecutive business days. If it meets other Nasdaq Capital Market listing standards, it may qualify for an additional 180-day extension. The notice does not immediately delist the stock, and the company plans to monitor its share price and consider available options.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency: Bridgeline Digital’s common stock traded below the $1.00 minimum for thirty consecutive business days through January 28, 2026, putting its Nasdaq Capital Market listing at risk if compliance is not regained within the allowed periods.

Insights

Equity Market Structure Analyst

Nasdaq bid-price deficiency raises delisting risk if not cured.

Bridgeline Digital has fallen out of compliance with Nasdaq’s $1.00 minimum bid requirement after thirty consecutive business days below that level through January 28, 2026. This triggers a formal deficiency period but no immediate delisting.

The company has until July 28, 2026 to restore a closing bid of at least $1.00 for ten consecutive business days. If it satisfies other Nasdaq Capital Market standards, it may receive an additional 180-day period, so the ultimate outcome depends on future trading performance and any actions the company chooses to take.

The notice can affect perceptions of stability because failure to regain compliance could eventually lead to removal from Nasdaq. Company statements indicate it will monitor the price and evaluate options during the defined compliance window.

false 0001378590 0001378590 2026-01-29 2026-01-29

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): January 29, 2026

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 29, 2026, Bridgeline Digital, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock (“Common Stock”) for the thirty (30) consecutive business days ended January 28, 2026, the Company no longer satisfies the requirement to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until July 28, 2026 (the “Initial Compliance Period”), to regain compliance by satisfying the Bid Price Requirement for a minimum of ten (10) consecutive business days during the Initial Compliance Period.

If the Company does not regain compliance within the Initial Compliance Period, it may be provided an additional compliance period of 180 calendar days (the “Additional Compliance Period”). To qualify for the Additional Compliance Period, the Company must satisfy the continued listing requirement for the market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market. The Company would also be required to provide written notice to Nasdaq of its intent to cure the deficiency.

The letter does not result in the immediate delisting of the Company’s Common Stock from The Nasdaq Capital Market. The Company will continue to monitor the closing bid price of its Common Stock and consider its available options in the event it is unable regain compliance with the Bid Price Requirement.

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: February 3, 2026
	By:	/s/ Thomas R. Windhausen
		Thomas R. Windhausen
		Chief Financial Officer

FAQ

Why did Bridgeline Digital (BLIN) receive a Nasdaq deficiency notice?

Bridgeline Digital received a Nasdaq notice because its common stock’s closing bid price stayed below $1.00 for thirty consecutive business days through January 28, 2026. This violates Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 bid price for continued listing on the Nasdaq Capital Market.

How long does Bridgeline Digital (BLIN) have to regain Nasdaq bid price compliance?

Bridgeline Digital has an initial 180-day period, until July 28, 2026, to regain compliance. It must achieve a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days during this initial compliance period to satisfy Nasdaq’s rule.

Can Bridgeline Digital (BLIN) get more time beyond the initial Nasdaq compliance period?

Yes. If Bridgeline Digital meets the continued listing requirement for market value of publicly held shares and all other initial Nasdaq Capital Market standards, and notifies Nasdaq of its intent to cure, it may receive an additional 180-day compliance period to address the minimum bid price deficiency.

Does the Nasdaq notice mean Bridgeline Digital (BLIN) is being delisted now?

No. The notice does not immediately delist Bridgeline Digital’s common stock from the Nasdaq Capital Market. The shares remain listed while the company uses the 180-day compliance period, and any potential additional period, to try to restore its bid price to at least $1.00 per share.

What options might Bridgeline Digital (BLIN) consider to address the Nasdaq bid price issue?

The company stated it will monitor the closing bid price of its common stock and consider its available options if it cannot regain compliance. The filing does not detail specific measures, only that management is evaluating ways to resolve the minimum bid price deficiency within the allowed timeframes.