What changed in this filing

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Item 9A. Controls and Procedures

2024-12-26 compared with 2023-12-27 · 152 added, 135 removed, 370 unchanged (44% of the section changed)

Controls and Procedures.

Management ’

s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recognized, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial and Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management ’ s Report on Disclosure Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of September 30, 2024, the end of our fiscal year covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on the foregoing, we concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of the end of the period covered by this annual report.

Management ’

s Report on Internal Control over Financial Reporting

Management ’ s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Responsibility estimates and judgments by management are required to assess the expected benefits and related costs of control procedures.

The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recognized properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States.

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2024.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control-Integrated Framework.

Our management has concluded that as of September 30, 2024, our internal control over financial reporting (as defined in Rule 15d-15(e) under the Exchange Act) was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

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Our management reviewed the results of its assessment with our Board of Directors.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to a permanent exemption from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to an exemption from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

Inherent Limitations on Effectiveness of Controls

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2027 Annual Meeting

Windhausen 

Chief Financial Officer, Treasurer and Secretary

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From 2007 to 2012, Ms.

Kahn was Vice President of Services for HP’s Enterprise Security Software group.

From 2005 to 2007, Ms.

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Kahn was a Member of the Board of Directors for MapInfo, a global location intelligence solutions company.

She was a member of MapInfo’s Audit Committee and the Compensation Committee.

MapInfo was acquired by Pitney Bowes in 2007. From 1993 to 2000, Ms.

Kahn was an Executive Vice President and Partner of KPMG Consulting, where she helped grow the firm’s consulting business from $700 million to $2.5 billion.

Kahn received her B.B.A in Accounting from the University of Wisconsin –

She was a member of MapInfo’s Audit Committee and the Compensation Committee.

MapInfo was acquired by Pitney Bowes in 2007.

From 1993 to 2000, Ms.

Kahn was an Executive Vice President and Partner of KPMG Consulting, where she helped grow the firm’s consulting business from $700 million to $2.5 billion.

Kahn received her B.B.A in Accounting from the University of Wisconsin – Madison.

Kahn brings extensive leadership experience to our Board and our Audit Committee as an experienced senior executive.

Kahn has over thirty years of executive level managerial, operational, and strategic planning experience leading world-class sales, service and support technology organizations. Her service on prior boards also provides financial and governance experience.

Kahn has over thirty years of executive level managerial, operational, and strategic planning experience leading world-class sales, service and support technology organizations.

Her service on prior boards also provides financial and governance experience.

The Board of Directors has determined that Ms.

Kahn’s vast experience in the technology industry and finance, as well as her executive leadership, makes her qualified to continue as the Chairperson and member of our Board of Directors.

In addition, Ms.

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Kenneth Galaznik has been a member of our Board of Directors since 2006.

Galaznik is the Chairman of the Company’s Audit Committee and serves as a member of the Compensation Committee.

From 2005 to 2016, Mr.

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The Board of Directors has determined that Mr.

Galaznik’s deep experience in finance and his executive leadership make him qualified to continue as a member of our Board of Directors.

Scott Landers has been a member of our Board of Directors since 2010.

Landers is the Chair of the Nominating and Corporate Governance Committee and serves as a member of the Audit and Compensation Committees.

Landers is the Chief Executive Officer of Achievers, a leading recognition and reward platform for employee experience, since October 2024.

Prior to that, Mr.

Landers was the Chief Executive Officer of Harver, a volume hiring solution enabling global enterprises to hire at scale, from January 2022 to October 2023.

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Landers holds a bachelor's degree in accounting from Le Moyne College in Syracuse, N.Y.

and a master’s degree in business administration from The College of Saint Rose in Albany, N.Y.

Landers brings extensive experience to our Board and our Audit Committee as an experienced senior executive, a financial expert, and a chief executive officer and a chief financial officer of a publicly-held company.

Our Board of Directors has determined that Mr.

Lander’s financial skills, public-company experience, strategic business acumen and executive leadership make him qualified to continue as a member of our Board of Directors. 

Michael Taglich  has been a member of our Board of Directors since 2013.

He is the Chairman and President of Taglich Brothers, Inc., a New York City based securities firm which he co-founded in 1992 with his brother Robert Taglich.

Lander’s financial skills, public-company experience, strategic business acumen and executive leadership make him qualified to continue as a member of our Board of Directors.

Michael Taglich has been a member of our Board of Directors since 2013.

He is the Chairman and President of Taglich Brothers, Inc., a New York based securities firm which he co-founded in 1992 with his brother Robert Taglich.

Taglich Brothers, Inc.

focuses on public and private micro-cap companies in a wide variety of industries.

He is currently the Chairman of the Board of Air Industries Group Inc., a publicly traded aerospace and defense company (NYSE AIRI), and Mare Island Dry Dock Inc., a privately-held company.

He also serves as a director of a number of other private companies.

He is currently the Chairman of the Board of Mare Island Dry Dock Inc., a privately-held company.

He also serves as a director of Air Industries Inc (NYSE/AMEX, AIRI), Intellinetics Inc (NYSE/AMEX INLX) and a number of other private companies.

Michael Taglich brings extensive professional experience which spans various aspects of senior management, including finance, operations and strategic planning.

Taglich has more than 30 years of financial industry experience and served on his first public company board over 20 years ago.

Taglich has more than 35 years of financial industry experience and served on his first public company board over 25 years ago.

Our Board of Directors has determined that Mr.

Taglich’s executive strategic business skills in both private and public companies, as well as his experience leading and advising high-growth companies, make him qualified to continue as a member of our Board of Directors.

Taglich’s executive strategic business skills in both private and public companies, as well as his experience leading and advising high-growth companies, make him qualified to continue as a member of our Board of Directors.

Roger Kahn has been a member of our Board of Directors since December 2017.

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Our Board of Directors has determined that Mr.

Kahn’s vast experience as a successful entrepreneur in the technology space, as well as his technical and leadership acumen, make him qualified to continue as a member of our Board of Directors.

Thomas Windhausen has served as the Company’s Chief Financial Officer and Treasurer since November 2021.

Prior to that he served as the Company’s VP of Finance since October 2021.

Windhausen came to Bridgeline with more than 20 years of experience in both public accounting and industry.

Kahn’s vast experience as a successful entrepreneur in the technology space, as well as his technical and leadership acumen, make him qualified to continue as a member of our Board of Directors.

Thomas Windhausen has served as the Company’s Chief Financial Officer and Treasurer since November 2021, and the Secretary since February 2023.

Prior to that he served as the Company’s VP of Finance since October 2021.

Windhausen came to Bridgeline with more than 20 years of experience in both public accounting and industry.

Prior to joining the Company, Mr.

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from July 2019 to September 2021, and from June 2011 to June 2019, Mr.

Windhausen held various accounting and finance roles with Dealertrack Technologies, Inc., and its successor Cox Automotive Inc. Mr.

Windhausen held various accounting and finance roles with Dealertrack Technologies, Inc., and its successor Cox Automotive Inc.

Windhausen started his career at PricewaterhouseCoopers, where he spent more than 10 years.

He received his Bachelor’s of Science degree in Accounting from Le Moyne College in Syracuse, N.Y.

and he is a member of the American Institute of Certified Public Accountants and New York State Society of Certified Public Accountants.

There are no family relationships between any of the directors and the Company’s executive officers, including between Ms.

Joni Kahn and Mr.

Roger Kahn, the Company’s President and Chief Executive Officer.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and persons who beneficially own more than 10% of a registered class of the Company’s equity securities to file certain reports regarding ownership of, and transactions in, the Company’s securities with the Securities and Exchange Commission.

Roger Kahn, the Company’s President and Chief Executive Officer.

Delinquent Section 16(a) Reports

These officers, directors and stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) reports that they file with the SEC.

Based solely on a review of the copies of such forms and amendments thereto received by it, the Company believes that during the fiscal year ended September 30, 2023, all Section 16(a) filing requirements applicable to our officers, directors, and greater than 10% beneficial owners have been met, with the exception of two Form 4s for Roger Kahn that were both inadvertently filed untimely, disclosing four transactions and three transactions, respectively.

Based solely on a review of the copies of such forms and amendments thereto received by it, the Company believes that during the fiscal year ended September 30, 2024, all Section 16(a) filing requirements applicable to our officers, directors, and greater than 10% beneficial owners have been met, with the exception of one Form 4 for Michael Taglich that was inadvertently filed untimely, disclosing one transaction.

Code of Conduct and Ethics

The Company’s Board of Directors has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the Securities Act that applies to all of the Company’s officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The Code of Ethics codifies the business and ethical principles that govern the Company’s business.

A copy of the Code of Ethics is available on the Company's website www.bridgeline.com.

The Company intends to post amendments to or waivers from its Code of Ethics (to the extent applicable to its principal executive officer, principal financial officer or principal accounting officer) on its website.

The Company’s website is not incorporated herein by reference.

The Company’s website is not incorporated herein by reference.

Insider Trading Policy and Procedures

The Company’s Board of Directors has adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq Stock Market listing standards.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

Meetings of the Board of Directors

During fiscal 2023, the Board of Directors met 6 times.

During fiscal 2024, the Board of Directors met six times and acted twice by unanimous written consent..

Committees of the Board of Directors

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The Board of Directors has adopted a written charter for the Audit Committee.

A copy of such charter is available on the Company’s website, www.bridgeline.com.

During fiscal 2023, the Audit Committee met 4 times.

A copy of such charter is available on the Company’s website, www.bridgeline.com.

During fiscal 2024, the Audit Committee met four times.

Each member of the Audit Committee attended each such meeting.

The Chairman of the Audit Committee was present at all meetings. 

Our Board has also determined that Mr.

Galaznik and Mr.

Landers both qualify as an “audit committee financial expert”

as defined under Item 407(d)-(5) of Regulation S-K and as an independent director as defined by the Nasdaq listing standards.

Landers both qualify as an “audit committee financial expert” as defined under Item 407(d)-(5) of Regulation S-K and as an independent director as defined by the listing standards of the Nasdaq Capital Market.

Compensation Committee

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The Board of Directors has adopted a written charter for the Compensation Committee.

A copy of such charter is available on the Company’s website, www.bridgeline.com.

During fiscal 2023, the Compensation Committee met 2 times and acted 1 time by unanimous written consent.

A copy of such charter is available on the Company’s website, www.bridgeline.com.

During fiscal 2024, the Compensation Committee met three times and acted twice by unanimous written consent.

Nominating and Corporate Governance Committee

The Nominating and Governance Committee identifies candidates for future Board membership and proposes criteria for Board candidates and candidates to fill Board vacancies, as well as a slate of directors for election by the stockholders at each annual meeting.

The Nominating and Governance Committee identifies candidates for future Board membership and proposes criteria for Boa rd candidates and candidates to fill Board vacancies, as well as a slate of directors for election by the stockholders at each annual meeting.

The Nominating and Governance Committee also annually assesses and reports to the Board on Board and Board Committee performance and effectiveness and reviews and makes recommendations to the Board concerning the composition, size and structure of the Board and its committees.

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Kahn, each of whom are independent directors.

During fiscal 2023, the Nominating and Governance Committee met 3 times.

During fiscal 2024 , the Nominating and Governance Committee met twice .

Executive Compensation.

Summary Compensation Table

The following Summary Compensation Table sets forth the total compensation paid or accrued for the fiscal years ended September 30, 2023 and September 30, 2022 for our principal executive officer and our other two most highly compensated executive officers who were serving as executive officers as of September 30, 2023.

The following Summary Compensation Table sets forth the total compensation paid or accrued for the fiscal years ended September 30, 2024 and September 30, 2023 for our principal executive officer and our other most highly compensated executive officer.

We refer to these officers as our “named executive officers”.

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Fiscal Year End

Stock & Option Awards (1)

All Other Compensation

Roger Kahn - President and Chief Executive Officer

Windhausen - Chief Financial Officer, Treasurer, and Secretary

Column represents the grant date fair value of the awards as calculated in accordance with FASB ASC 718 (Stock Compensation).

Employment Agreements

On August 24, 2015, Mr.

Roger “Ari”

Kahn joined Bridgeline Digital, Inc.

as the Company’s Chief Operating Officer.

Roger “Ari” Kahn joined Bridgeline Digital, Inc.

as the Company’s Chief Operating Officer.

On December 1, 2015, Mr.

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Kahn as President and Chief Executive Officer, effective May 10, 2016.

Kahn’s employment agreement was amended and reported on Form 8-K filed with the SEC on May 13, 2016.

A new employment agreement was entered into on September 13, 2019 by and between the Company and Mr.

The principal change to Mr.

Kahn’s employment agreement, is that it will automatically renew each fiscal year unless the Company provides written notice of its intent not to renew such employment agreement at least sixty (60) days in advance of the Company’s fiscal year rather than the employment agreement only renewing upon notice from the Company.

In furtherance of Mr.

Kahn’s employment with the Company, a first amendment to Mr.

Kahn, which amended the September 12, 2019 employment agreement, entitles Mr.

Kahn to an annual salary of $330,000 starting on the date of the amendment and an annual bonus of $137,500.

On August 18, 2022, an amendment to the employment agreement between the Company and Mr.

Kahn was made, effective August 14, 2022 (the “

Second Amendment”).

The Second Amendment provides for the following:

On August 18, 2022, an amendment to the employment agreement between the Company and Mr.

Kahn was made, effective August 14, 2022 (the “Second Amendment”).

The Second Amendment provides for the following:

(i) an increase in Mr.

Kahn’s annual salary to $400,000;

(ii) the opportunity for Mr.

Kahn to earn a periodic incentive bonus, subject to his satisfaction of certain performance metrics;

and (iii) the Company’s right, but not its obligation, to issue discretionary equity incentive awards to Mr.

Kahn, subject to applicable award agreements, equity incentive plans, and other such applicable terms, restrictions, and provisions.

In connection with the Second Amendment, Mr.

Kahn was given the opportunity to earn a $100,000 bonus with respect to the second half of fiscal 2022 and was awarded 200,000 shares of restricted stock (the “Restricted Stock Award”), pursuant to the Company’s 2016 Stock Incentive Plan.

Kahn’s Restricted Stock Award vests in quarterly installments over a three year period.

Kahn will also have the opportunity to earn one or more future incentive bonuses aggregating $200,000 for each year.

All other terms of Mr.

Kahn’s employment agreement, as amended are unchanged.

Effective November 30, 2021, Thomas R.

Windhausen was appointed by the Company’s Board of Directors as Chief Financial Officer and Treasurer of the Company. The Company and Mr.

Windhausen entered into an employment agreement (the “Employment Agreement”), effective November 30, 2021 through September 30, 2022, unless extended by mutual agreement of the Company and Mr.

Windhausen was appointed by the Company’s Board of Directors as Chief Financial Officer and Treasurer of the Company.

The Company and Mr.

Windhausen entered into an employment agreement (the “Employment Agreement”), effective November 30, 2021 through September 30, 2022, unless extended by mutual agreement of the Company and Mr.

Windhausen, whereby he will receive $240,000 base salary and the ability to earn a bi-annual incentive bonus of $22,500, which incentive bonus may be awarded to Mr.

Windhausen at the discretion of the Company’s Compensation Committee.

The Employment Agreement also provides that Mr.

Windhausen will be eligible to participate in all other employee benefits plans and programs, and, in the event Mr.

Windhausen’s employment is terminated by the Company without cause, he is entitled to receive severance benefits.

Outstanding Equity Awards at Fiscal 2023 Year-End

Windhausen’s employment is terminated by the Company without cause, he is entitled to receive severance benefits.

Outstanding Equity Awards at Fiscal 2024 Year-End

The following table sets forth information concerning outstanding stock options for each named executive officer as of September 30, 2024.

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Compensation:

Each outside director receives an annual retainer of $12,000 and is compensated $1,500 for each meeting such director attends in person.

Members of the Audit Committee receive additional annual compensation of $3,000.

Each outside director receives an annual retainer of $23,000.

Committee Chair Bonus:

 The Chair of the Board of Directors receives an additional annual fee of $15,000.

The Chair of the Board of Directors receives an additional annual fee of $10,000.

The Chair of the Audit Committee receives an additional annual fee of $10,000.

The Chairs of the Compensation Committee and Nominating and Corporate Governance Committee each receive an additional annual fee of $5,000.

These fees are payable in lump sums in advance.

Audit Committee:

Members of the Audit Committee receive additional annual compensation of $3,000.

Fees are paid quarterly.

Other directors who serve on our standing committees, other than the Audit Committee, do not receive additional compensation for their committee services:

Director Compensation Table

The following table provides information on the total compensation earned by each non-employee director of the Company for the fiscal year ended September 30, 2024.

Fees Earned or Paid in Cash (1)

Option Awards (2)

Non-Equity Incentive Plan Compensation

All Other Compensation

Scott Landers

Michael Taglich

The following table sets forth information concerning the compensation paid to our non-employee directors during the fiscal year ended September 30, 2024.

Annual Retainer

Scott Landers

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Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act.

In computing the number of shares beneficially owned by a person or a group and the percentage ownership of that person or group, shares of our common stock subject to options or warrants currently exercisable or exercisable within 60 days after December 22, 2023 are deemed outstanding, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

In computing the number of shares beneficially owned by a person or a group and the percentage ownership of that person or group, shares of our common stock subject to options or warrants currently exercisable or exercisable within 60 days after December 22, 2023 are deemed outstanding, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each individual named below is our address, 100 Sylvan Road, Suite G-700, Woburn, Massachusetts 01801.

The following tables set forth, as of December 22, 2023, the beneficial ownership of our Series C Preferred and Common Stock by (i) each person or group of persons known to us to beneficially own more than 5% of the outstanding shares of each class of the outstanding securities, (ii) each of our directors and named executive officers, and (iii) all of our executive officers and directors as a group.

At the close of business on December 22, 2023, there were 350 shares of our Series C Preferred and 10,417,609 shares of our Common Stock issued and outstanding.

At the close of business on December 22, 2023, there were 350 shares of our Series C Preferred and 10,417,609 shares of our Common Stock issued and outstanding.

Except as indicated in the footnotes to the tables below, each stockholder named in the table has sole voting and investment power with respect to the shares shown as beneficially owned by such stockholder.

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Percent of Shares Outstanding

Roger Kahn President - Chief Executive Officer, Director

Roger Kahn - President and Chief Executive Officer, Director

Michael Taglich - Director

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All current executive officers and directors as a group

Includes 552,544 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 22, 2023).

Includes 200,000 shares of restricted stock. Includes 545 shares of common stock owned by Mr.

Kahn’s spouse.

Includes 117,668 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 22, 2023) and 100,500 shares issuable upon the exercise of warrants, and 38,889 shares issuable upon the exercise of Series C preferred stock Also includes 35 shares of Common Stock and 2 shares issuable upon the exercise of warrants owned by Mr.

Taglich’s spouse.

Includes 117,588 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 22, 2023).

Includes 806,542 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 15, 2024).

Includes 200,000 shares of restricted stock.

Includes 545 shares of common stock owned by Mr.

Lander’s children.

Includes 117,588 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 22, 2023).

Kahn’s spouse.

Includes 137,632 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 15, 2024) and 13,000 shares issuable upon the exercise of warrants, and 38,889 shares issuable upon the exercise of Series C preferred stock Also includes 35 shares of Common Stock and 2 shares issuable upon the exercise of warrants owned by Mr.

Taglich’s spouse.

Includes 137,572 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 15, 2024).

Includes 1,047,976 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 22, 2023), and 139,389 other issuable shares including warrants and preferred stock.

Includes 137,572 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 15, 2024).

Includes 8 shares of Common Stock owned by Mr.

Lander’s children.

Includes 137,572 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 15, 2024).

Includes 61,666 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 15, 2024).

Includes 1,418,556 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 15, 2024), and 51,889 other issuable shares including warrants and preferred stock.

We maintain a number of equity compensation plans for employees, officers, directors and other entities and individuals whose efforts contribute to our success.

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Equity compensation plans not approved by security holders (1)

At September 30, 2023, there were 1,757,629 total warrants outstanding.

At September 30, 2024, there were 804,533 total warrants outstanding.

Certain Relationships and Related Transactions, and Director Independence.

Item 404(d) of Regulation S-K requires the Company to disclose any transaction or proposed transaction which occurred since the beginning of the two most recently completed fiscal years in which the amount involved exceeds the lesser of $120,000 or one percent (1%) of the average of the Company’s total assets as of the end of the last two completed fiscal years in which the Company is a participant and in which any related person has or will have a direct or indirect material interest.

A related person is any executive officer, director, nominee for director, or holder of 5% or more of the Company's Common Stock, or an immediate family member of any of those persons.

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Taglich Brothers, Inc.

acted as placement agents for many of the Company’s private offerings and debt issuances.

In consideration of previous loans made by Michael Taglich to the Company and the personal guaranty on a former third-party credit facility no longer maintained by the Company, Mr.

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In connection with previous private offerings and debt issuances, which occurred prior to the fiscal years presented in these consolidated financial statements, Taglich Brothers, Inc.

was granted Placement Agent Warrants to purchase 4,246 shares of common stock at a weighted average price of $321.00 per share and were granted Placement Agent Warrants to purchase 10,926 shares of common stock at a weighted average price of $761.61 per share.

was granted Placement Agent Warrants to purchase 4,246 shares of common stock at a weighted average price of $321.00 per share and were granted Placement Agent Warrants to purchase 10,926 shares of common stock at a weighted average price of $761.61 per share.

In November 2018, the Company engaged Taglich Brothers, on a non-exclusive basis, to perform advisory and investment banking services to identify possible acquisition target possibilities.

Fees for the services were $8 thousand per month for three months and $5 thousand thereafter, cancellable at any time.

Fees for the services were $8 thousand per month for three months and $5 thousand thereafter, cancellable at any time.

Taglich Brothers could also earn a success fee ranging from $200,000 for a revenue target acquisition of under $5 million up to $1 million for an acquisition target over $200 million.

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Michael Taglich purchased 350 units in the amount of $350,000 of Series C Preferred Stock and associated warrants in the private transaction consummated on March 13, 2019.

Taglich’s purchase was subject to stockholder approval pursuant to the Nasdaq Stock Market Listing 5635(c), for which approval by the stockholders of the Company was obtained on April 26, 2019.

In connection with the Company’s registered direct offering completed in February 2021, the Company issued Taglich Brothers 29,084 Investors warrants.

Each warrant to purchase common stock expires five years from the date of issuance and is non-cash exercisable for $3.875 per share beginning six-months from the date of issuance, or February 4, 2021. The warrants expire February 4, 2026.

In connection with the Company’s Series D Preferred Stock registered direct offering and PIPE completed in May 2021, the Company issued Taglich Brothers 53,861 Investors warrants. Each warrant to purchase common stock expires five years from the date of issuance and is non-cash exercisable for $2.850 per share beginning six-months from the date of issuance, or May 14, 2021. The warrants expire May 12, 2026.

Taglich’s purchase was subject to stockholder approval pursuant to the Nasdaq Stock Market Listing 5635(c), for which approval by the stockholders of the Company was obtained on April 26, 2019.

In connection with the Company’s registered direct offering completed in February 2021, the Company issued Taglich Brothers 29,084 Investors warrants.

The warrants expire February 4, 2026.

In connection with the Company’s Series D Preferred Stock registered direct offering and PIPE completed in May 2021, the Company issued Taglich Brothers 53,861 Investors warrants.

Each warrant to purchase common stock expires five years from the date of issuance and is non-cash exercisable for $2.850 per share beginning six-months from the date of issuance, or May 14, 2021.

The warrants expire May 12, 2026.

Principal Accounting Fees and Services.

The firm of PKF O’Connor Davies LLP acts as our principal independent registered public accounting firm (PCAOB ID No.

The firm of PKF O’Connor Davies, LLP acts as our principal independent registered public accounting firm (PCAOB ID No.

They have served as our independent auditors since February 27, 2021.

The table below shows the aggregate fees that the Company paid or accrued for the audit and other services provided by PKF O’Connor Davies LLP for the fiscal year ended September 30, 2023 and 2022. The Company did not engage its independent registered public accounting firm during either of the fiscal years ended September 30, 2023 or September 30, 2022 for any other non-audit services.

The table below shows the aggregate fees that the Company paid or accrued for the audit and other services provided by PKF O’Connor Davies, LLP for the fiscal year ended September 30, 2024 and 2023.

The Company did not engage its independent registered public accounting firm during either of the fiscal years ended September 30, 2024 or September 30, 2023 for any other non-audit services.

Type of Service

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Audit-Related Fees

This category includes fees for the audits of the Company's annual financial statements, review of financial statements included in the Company's Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for the relevant fiscal years. 

Audit-Related Fees.

This category consists of audits performed in connection with certain acquisitions. 

This category consists of professional services rendered for tax compliance, tax planning and tax advice.

The services for the fees disclosed under this category include tax return preparation, research and technical tax advice.

There were no other fees paid or accrued to PKF O’Connor Davies, LLP in the fiscal years ended September 30, 2023 or September 30, 2022.

There were no other fees paid or accrued to PKF O’Connor Davies, LLP in the fiscal years ended September 30, 2024 or September 30, 2023.

Audit Committee Pre-Approval Policies and Procedures.

4 unchanged sentences

Exhibits and Financial Statement Schedules.

Documents Filed as Part of this Form  

1. Financial Statements (included in Item 8 of this report on Form 10-K):

(a) Documents Filed as Part of this Form 10-K

Financial Statements (included in Item 8 of this report on Form 10-K):

– Reports of Independent Registered Public Accounting Firm

–Consolidated Balance Sheets as of September 30, 2023 and 2022

–Consolidated Statements of Operations for the years ended September 30, 2023 and 2022

–Consolidated Statements of Comprehensive Income/(Loss) for the years ended September 30, 2023 and 2022

–Consolidated Statements of Stockholders’

Equity for the years ended September 30, 2023 and 2022

–Consolidated Statements of Cash Flows for the years ended September 30, 2023 and 2022

–Notes to Consolidated Financial Statements

–Consolidated Balance Sheets as of September 30, 2024 and 2023

–Consolidated Statements of Operations for the years ended September 30, 2024 and 2023

–Consolidated Statements of Comprehensive Income/(Loss) for the years ended September 30, 2024 and 2023

–Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2024 and 2023

–Consolidated Statements of Cash Flows for the years ended September 30, 2024 and 2023

–Notes to Consolidated Financial Statements

Financial Statement Schedules

–Not applicable

Documents listed below, except for documents followed by a parenthetical, are being filed as exhibits.

Documents followed by a parenthetical are not being filed herewith and, pursuant to Rule 12b-32 of the General Rules and Regulations promulgated by the SEC under the Securities Exchange Act of 1934 (the Act), reference is made to such documents as previously filed as exhibits with the SEC.

Documents followed by a parenthetical are not being filed herewith and, pursuant to Rule 12b-32 of the General Rules and Regulations promulgated by the SEC under the Securities Exchange Act of 1934 (the Act), reference is made to such documents as previously filed as exhibits with the SEC.

Incorporated by Reference

Exhibit  

Amended and Restated Certificate of Incorporation, as amended

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September 10, 2021

Certificate of Designation of the Series A Convertible Preferred Stock  

November 4, 2014

Certificate of Designation of the Series B Convertible Preferred Stock  

October 19, 2018

2 unchanged sentences

November 4, 2016

Amended and Restated Stock Incentive Plan, as amended  

July 14, 2014

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March 22, 2016

Appendix B

Form of Common Stock Purchase Warrant issued to Placement Agent

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August 23, 2019

Purchase Agreement, by and between the Company and WooRank SRL., dated February 2, 2021

Share Purchase Agreement, by and between the Company and WooRank SRL., dated February 2, 2021

February 3, 2021

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Employment Agreement dated September 13, 2019 between Bridgeline Digital, Inc.

and Roger “Ari” Kahn

and Roger “Ari” Kahn

September 19, 2018

First Amendment to Roger “

Kahn ’

s Employment Agreement dated February 25, 2021 

First Amendment to Roger “ Ari ” Kahn ’ s Employment Agreement dated February 25, 2021

March 2, 2021

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and Thomas R.

December 20, 2021 

Second Amendment to the Bridgeline Digital, Inc.

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June 22, 2022

Second Amendment to Roger “Ari” Kahn’s Employment Agreement, effective August 14, 2022 

Second Amendment to Roger “Ari” Kahn’s Employment Agreement, effective August 14, 2022

August 24, 2022

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Incorporated by Reference

Insider Trading Policy

Subsidiaries of the Registrant

Consent of PKF O’Connor Davies, LLP

CEO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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CFO Certification, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

C lawback Policy

Clawback Policy

December 27, 2023

Inline XBRL Instance

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Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

Financial Statement Schedules

Not applicable 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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President and Chief Executive Officer, Director

(Principal Executive Officer) 

December 23, 2024

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December 23, 2024

(Principal Financial Officer) 

/s/Kenneth Galaznik

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Kenneth Galaznik

/s/ Joni Kahn

/s/ Joni Kahn

December 23, 2024

/s/ Scott Landers

/s/ Scott Landers

December 23, 2024

Scott Landers

/s/ Michael Taglich

/s/ Michael Taglich

December 23, 2024

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures