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Item 1.01
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Entry into a Material Definitive Agreement
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On October 29, 2010, Bridgeline Digital, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with accredited investors pursuant to which the Company sold 1,000,000 shares of common stock at a purchase price of $1.00 per share. Joseph Gunnar & Co., LLC and Security Research Associates, Inc. served as placement agents for the transaction. The gross proceeds to the Company at the closing of this private placement were $1,000,000.
The shares of common stock issued in the transaction are restricted securities and may be sold only pursuant to Rule 144 or in another transaction exempt from the registration requirements under the Securities Act of 1933. Pursuant to the terms of the Purchase Agreement, the Company has agreed to provide piggyback registration rights with respect to the shares of common stock purchased in the transaction in the event the Company files a registration statement, with certain limited exceptions.
As compensation for acting as placement agent, the Company paid Joseph Gunnar & Co., LLC a cash payment of $92,500 and paid Securities Research Associates, Inc. a cash payment of $7,500. Joseph Gunnar & Co., LLC also received a four year warrant exercisable for 64,000 shares of the Company’s common stock at a price equal to $1.45 per share. The Company agreed to provide piggyback registration rights with respect to the shares of common stock underlying the warrant.
The description of agreements and securities contained in this Form 8-K is qualified in its entirety by reference to the full text of the agreements and securities that the Company filed as exhibits to this Form 8-K.
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Item 3.02
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Unregistered Sales of Equity Securities.
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See the disclosure set forth in Item 1.01 above, which is incorporated herein by reference.
The securities offered, issued and sold pursuant to the private placement were not registered under the Securities Act of 1933, as amended, by reason of an exemption from the registration requirements under Section 4(2) and/or Rule 506 of Regulation D of the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Pursuant to the terms of the Purchase Agreement, the Company was able to rely upon the representations and warranties provided by the investors contained therein.
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Item 9.01
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Financial Statements and Exhibits.
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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.
(d) Exhibits.
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Exhibit No.
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Exhibit Description
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10.1
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Securities Purchase Agreement between Bridgeline Digital, Inc. and the investors named therein, dated October 29, 2010.
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10.2
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Form of Common Stock Purchase Warrant issued to Placement Agent, dated October 29, 2010.
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