Bridgeline Digital, Inc. 10-K

Item 9A. 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. 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 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. generally accepted accounting principles. 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 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 Internal control over financial reporting has inherent limitations which include but are not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Provided its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis; however, these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Changes in Internal Control over Financial Reporting There have been no significant changes in our internal controls over financial reporting that occurred during the fiscal year ended September 30, 2024 that have materially, or are reasonably likely to materially affect, our internal controls over financial reporting. I TEM 9 B. O THER I NFORMATION None . I TEM 9 C . Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 50 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth information regarding our directors and executive officers: Name Age Position Director Class Expiration of Class Term Joni Kahn 69 Chairperson (1)(2)(3)(4) Class I 2027 Annual Meeting Kenneth Galaznik 73 Director (1)(2)(4) Class II 2025 Annual Meeting Scott Landers 54 Director (1)(2)(3)(4) Class II 2025 Annual Meeting Michael Taglich 59 Director Class III 2026 Annual Meeting Roger Kahn 55 Director, President and Chief Executive Officer Class I 2027 Annual Meeting Thomas R. Windhausen 46 Chief Financial Officer, Treasurer and Secretary (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Governance Committee. (4) Independent director. Biographies Joni Kahn has been a member of our Board of Directors since April 2012. In May 2015, Ms. Kahn was appointed Chairperson of the Board of Directors. She also serves as the Chair of the Compensation Committee and is a member of the Audit and Nominating and Governance Committees. Ms. Kahn has over thirty years of operating experience with high growth software and services companies with specific expertise in the SaaS (Software as a Service), ERP (Enterprise Resource Planning) Applications, Business Intelligence and Analytics and Cybersecurity segments. From 2013 to 2015, Ms. Kahn was the Senior Vice President of Global Services for Big Machines, Inc., which was acquired by Oracle in October 2013. From 2007 to 2012, Ms. Kahn was Vice President of Services for HP’s Enterprise Security Software group. From 2005 to 2007, Ms. Kahn was the Executive Vice President at BearingPoint where she managed a team of over 3,000 professionals and was responsible for North American delivery of enterprise applications, systems integration and managed services solutions. Ms. Kahn also oversaw global development centers in India, China and the U.S. From 2002 to 2005, Ms. Kahn was the Senior Group Vice President for worldwide professional services for Business Objects, a business intelligence and analytics software maker based in San Jose, CA, where she led the applications and services division that supported that company's transformation from a products company to an enterprise solutions company. Business Objects was acquired by SAP in 2007. From 2000 to 2007, Ms. 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. Ms. Kahn received her B.B.A in Accounting from the University of Wisconsin – Madison. Ms. Kahn brings extensive leadership experience to our Board and our Audit Committee as an experienced senior executive. Ms. 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. Kahn also brings extensive leadership experience to our Board and our Audit Committee as an experienced senior executive. Kenneth Galaznik has been a member of our Board of Directors since 2006. Mr. Galaznik is the Chairman of the Company’s Audit Committee and serves as a member of the Compensation Committee. From 2005 to 2016, Mr. Galaznik was the Senior Vice President, Chief Financial Officer and Treasurer of American Science and Engineering, Inc., a publicly held supplier of X-ray inspection and screening systems with a public market cap of over $200 million. Mr. Galaznik retired from his position at American Science and Engineering on March 31, 2016. From August 2002 to February 2005, Mr. Galaznik was Vice President of Finance of American Science and Engineering, Inc. From November 2001 to August 2002, Mr. Galaznik was self-employed as a consultant. From March 1999 to September 2001, he served as Vice President of Finance at Spectro Analytical Instruments, Inc. and has more than 35 years of experience in accounting and finance positions. Mr. Galaznik holds a B.B.A. degree in accounting from The University of Houston. Mr. Galaznik brings extensive experience to our Board and our Audit Committee as an experienced senior executive, a financial expert, and as a chief financial officer of a publicly-held company. 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. 51 Table of Contents Scott Landers has been a member of our Board of Directors since 2010. Mr. Landers is the Chair of the Nominating and Corporate Governance Committee and serves as a member of the Audit and Compensation Committees. Mr. 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. From 2016 to July 2021, he was President and Chief Executive Officer of Monotype Imaging Holdings, Inc., and he also held the positions of Chief Operating Officer and Chief Financial Officer from 2008 to 2015. Monotype is a leading provider of fonts and font software, and the company was under both public and private ownership during his tenure. Prior to joining Monotype, from September 2007 until July 2008, Mr. Landers was the Vice President of Global Finance at Pitney Bowes Software, a leading global provider of location intelligence solutions. From 1997 until September 2007, Mr. Landers held several senior finance positions at MapInfo, a publicly held company which was acquired by Pitney Bowes in April 2007. Earlier in his career, Mr. Landers was a Business Assurance Manager with Coopers & Lybrand. Mr. 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. Mr. 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 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 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. Mr. 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. Roger Kahn has been a member of our Board of Directors since December 2017. Mr. Kahn joined the Company as the Chief Operating Officer in August 2015 and has been our President and Chief Executive Officer since May 2016. Prior to joining Bridgeline Digital, Mr. Kahn co-founded FatWire, a leading content management and digital engagement company. As the General Manager and Chief Technology Officer of FatWire, Mr. Kahn built the company into a global corporation with offices in thirteen countries. FatWire was acquired by Oracle in 2011. Mr. Kahn received his Ph.D. in Computer Science and Artificial Intelligence from the University of Chicago. 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, and the Secretary since February 2023. Prior to that he served as the Company’s VP of Finance since October 2021. Mr. Windhausen came to Bridgeline with more than 20 years of experience in both public accounting and industry. Prior to joining the Company, Mr. Windhausen served as a VP of Finance with Comtech Telecommunications Corp. 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 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. 52 Table of Contents Delinquent Section 16(a) Reports 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. 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, 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. 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 2024, the Board of Directors met six times and acted twice by unanimous written consent.. Committees of the Board of Directors The Company has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Audit Committee The Audit Committee assists the Board in the oversight of the audit of our consolidated financial statements and the quality and integrity of our accounting, auditing and financial reporting processes. The Audit Committee is responsible for making recommendations to the Board concerning the selection and engagement of independent registered public accountants and for reviewing the scope of the annual audit, audit fees, results of the audit and auditor independence. The Audit Committee also reviews and discusses with management and the Board such matters as accounting policies, internal accounting controls and procedures for preparation of financial statements. Our Audit Committee is comprised of Mr. Galaznik (Chair), Ms. Kahn and Mr. Landers. Our Board has determined that each of the members of the Audit Committee meet the criteria for independence under the standards provided by the Nasdaq Stock Market. 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 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 listing standards of the Nasdaq Capital Market. Compensation Committee The Compensation Committee evaluates the performance of our senior executives, considers the design and competitiveness of our compensation plans, including the review of independent research and data regarding compensation paid to executives of public companies of similar size and geographic location, reviews and approves senior executive compensation and administers our equity compensation plans. In addition, the Committee also conducts reviews of executive compensation to ensure compliance with Section 162(m) of the Internal Revenue Code of 1986, as amended. Our Compensation Committee is comprised of Ms. Kahn (Chair), Mr. Galaznik and Mr. Landers, all of whom are independent directors. 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 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 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. A copy of such charter is available on the Company's website, www.bridgeline.com. Our Nominating and Governance Committee is comprised of Mr. Landers (Chair) and Ms. Kahn, each of whom are independent directors. During fiscal 2024 , the Nominating and Governance Committee met twice . 53 Table of Contents Item 11. 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, 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”. Name and Principal Position Fiscal Year End Salary Bonus Stock & Option Awards (1) All Other Compensation Total Roger Kahn - President and Chief Executive Officer 2024 $ 411,333 $ 118,774 $ 67,280 $ 22,304 $ 619,691 2023 $ 400,000 $ 164,141 $ 265,044 $ 21,808 $ 850,993 Thomas R. Windhausen - Chief Financial Officer, Treasurer, and Secretary 2024 $ 262,083 $ 26,920 $ 33,640 $ 22,304 $ 344,947 2023 $ 251,250 $ 35,669 $ 26,504 $ 21,804 $ 335,227 (1) Column represents the grant date fair value of the awards as calculated in accordance with FASB ASC 718 (Stock Compensation). Employment Agreements Roger Kahn On August 24, 2015, Mr. Roger “Ari” Kahn joined Bridgeline Digital, Inc. as the Company’s Chief Operating Officer. On December 1, 2015, Mr. Kahn and another were named Co-Interim Chief Executive Officers and Presidents and assumed the responsibilities of the Office of the Chief Executive Officer and President. On May 6, 2016, the Company appointed Mr. Kahn as President and Chief Executive Officer, effective May 10, 2016. Mr. 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. Kahn. 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: (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. Mr. Kahn’s Restricted Stock Award vests in quarterly installments over a three year period. Mr. 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. Thomas R. Windhausen 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, whereby he will receive $240,000 base salary and the ability to earn a bi-annual incentive bonus of $22,500, which incentive bonus may be awarded to Mr. Windhausen at the discretion of the Company’s Compensation Committee. The Employment Agreement also provides that Mr. Windhausen will be eligible to participate in all other employee benefits plans and programs, and, in the event Mr. Windhausen’s employment is terminated by the Company without cause, he is entitled to receive severance benefits. 54 Table of Contents Outstanding Equity Awards at Fiscal 2024 Year-End The following table sets forth information concerning outstanding stock options for each named executive officer as of September 30, 2024. Name Grant Date Number of Securities Underlying Unexercised Options Exercisable (1) Number of Securities Underlying Unexercised Options Unexercisable (1) Exercise Price ($/sh) Option Expiration Date Roger Kahn 8/24/2015 (1) 800 - $ 287.50 8/24/2025 8/19/2016 (1) 4,446 - $ 205.00 8/19/2026 11/20/2019 (1) 249,353 - $ 1.40 11/20/2029 4/14/2022 (2) 301,667 60,333 $ 1.85 4/13/2032 6/30/2023 (2) 125,000 175,000 $ 1.18 6/30/2033 2/7/2024 (3) 16,666 83,334 $ 0.81 2/7/2034 Total 697,932 318,667 Thomas R. Windhausen 9/30/2021 (1) 30,000 - $ 4.11 9/30/2031 6/30/2023 (3) 12,500 17,500 $ 1.18 6/30/2033 2/7/2024 (3) 8,333 41,667 $ 0.81 2/7/2034 Total 50,833 59,167 (1) Shares vest in equal installments upon the anniversary date of the grant over three years. (2) Shares vest in equal installments on a monthly basis over three years. (3) Shares vest in equal installments on a quarterly basis over three years. Roger Kahn also holds 200,000 shares of restricted stock granted which were granted in August 2022 and which vest in quarterly installments over a three year period. As of September 30, 2024, 66,672 shares remained restricted. Director Compensation The non-employee members of our Board of Directors are compensated as follows: ● Compensation: 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 $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. ● 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. Director Fees Earned or Paid in Cash (1) Stock Awards Option Awards (2) Non-Equity Incentive Plan Compensation All Other Compensation Total Ken Galaznik ​ $ 33,000 $ - $ 30,000 $ - $ - $ 63,000 Joni Kahn ​ 41,000 - 30,000 - - 71,000 Scott Landers ​ 31,000 - 30,000 - - 61,000 Michael Taglich ​ 23,000 - 30,000 - - 53,000 Total $ 128,000 $ - $ 120,000 $ - $ - $ 248,000 The following table sets forth information concerning the compensation paid to our non-employee directors during the fiscal year ended September 30, 2024. Director Annual Retainer Chairman Additional Total Ken Galaznik $ 23,000 $ 10,000 $ - $ 33,000 Joni Kahn 23,000 15,000 3,000 41,000 Scott Landers 23,000 5,000 3,000 31,000 Michael Taglich 23,000 - - 23,000 $ 92,000 $ 30,000 $ 6,000 $ 128,000 55 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 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. 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. 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. This information is based upon information received from or on behalf of the individuals named herein. Series C Preferred Stock Name and Address Number of Shares Owned Percent of Shares Outstanding Michael and Claudia Taglich, 790 New York Avenue, Huntington, NY 11743 350 (A) 100% All current executive officers and directors as a group 350 * (A) Holder of Series C Preferred are entitled to vote on all matters presented to our stockholders on an as-converted basis. Each share of Series C Preferred Stock is convertible, at the option of each respective holder, into approximately 111.11 shares of Common Stock. Common Stock Name and Address Number of Shares Owned Percent of Shares Outstanding Roger Kahn - President and Chief Executive Officer, Director 1,804,895 (1) 16.1% Michael Taglich - Director 272,387 (2) 2.6% Joni Kahn - Director 138,137 (3) 1.3% Scott Landers - Director 138,134 (4) 1.3% Kenneth Galaznik - Director 138,171 (5) 1.3% Thomas R. Windhausen - Chief Financial Officer, Treasurer, and Secretary 61,666 (6) 0.6% All current executive officers and directors as a group 2,553,390 (7) 21.5% (1) 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. Kahn’s spouse. (2) 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. (3) 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). (4) 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. (5) 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). (6) 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). (7) 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. 56 Table of Contents We maintain a number of equity compensation plans for employees, officers, directors and other entities and individuals whose efforts contribute to our success. The table below sets forth certain information as of our fiscal year ended September 30, 2024, regarding the shares of our common stock available for grant or granted under our equity compensation plans. Equity Compensation Plan Information Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Plan category (a) (b) (c) Equity compensation plans approved by security holders 2,107,895 $ 2.25 38,940 Equity compensation plans not approved by security holders (1) 804,533 2.85 - Total 2,912,428 $ - 38,940 (1) At September 30, 2024, there were 804,533 total warrants outstanding. 57 Table of Contents Item 13. 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. In accordance with our Audit Committee charter, our Audit Committee is responsible for reviewing and approving the terms of any related-party transactions. Therefore, any material financial transaction between the Company and any related person would need to be approved by our Audit Committee prior to the Company entering into such transaction. In October 2013, Mr. Michael Taglich joined the Board of Directors. Michael Taglich is the Chairman and President of Taglich Brothers, Inc., a New York based securities firm. 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. Taglich has been issued warrants to purchase common stock totaling 1,080 shares at an exercise price of $1,000.00 per share. 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. 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. 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. In connection with the asset purchase of Stantive, Taglich Brothers earned a success fee of $200,000. 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. Mr. 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. Item 14. Principal Accounting Fees and Services. Audit Fees The firm of PKF O’Connor Davies, LLP acts as our principal independent registered public accounting firm (PCAOB ID No. 127). 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, 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 Amount of Fee for Fiscal Year Ended September 30, 2024 September 30, 2023 Audit Fees $ 242,300 $ 245,500 Audit-Related Fees — — Tax Fees — — Total $ 242,300 $ 245,500 Audit 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. Tax Fees. 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, 2024 or September 30, 2023. Audit Committee Pre-Approval Policies and Procedures. Before an independent public accounting firm is engaged by the Company to render audit or non-audit services, the engagement is approved by the Audit Committee. Our Audit Committee has the sole authority to approve the scope of the audit and any audit-related services as well as all audit fees and terms. Our Audit Committee must pre-approve any audit and non-audit related services by our independent registered public accounting firm. During our fiscal year ended September 30, 2024, no services were provided to us by our independent registered public accounting firm other than in accordance with the pre-approval procedures described herein. 58 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. (a) Documents Filed as Part of this Form 10-K 1. 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, 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 2. Financial Statement Schedules –Not applicable 59 Table of Contents (b) Exhibits 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. Incorporated by Reference Exhibit No. Exhibit Form Filing Date Exhibit No. Filed Herewith 3.1 Amended and Restated Certificate of Incorporation, as amended 10-Q May 15, 2013 3.1 3.2 Amended and Restated By-Laws 8-K December 14, 2018 3.1 3.3 Amendment to the Amended and Restated Bylaws of Bridgeline Digital, Inc., dated September 9, 2021 8-K September 10, 2021 3.1 3.4 Certificate of Designation of the Series A Convertible Preferred Stock 8-K November 4, 2014 3.1 3.5 Certificate of Designation of the Series B Convertible Preferred Stock 8-K October 19, 2018 3.1 4.1 Registration Rights Agreement, dated November 3, 2016, by and between Bridgeline Digital, Inc. and the Investors party thereto 8-K November 4, 2016 10.3 10.1 Amended and Restated Stock Incentive Plan, as amended DEF 14 A July 14, 2014 Appendix C 10.2 Form of Common Stock Purchase Warrant Issued to Placement Agent 8-K November 4, 2014 10.2 10.3 Form of Common Stock Purchase Warrant Issued by Company to Michael Taglich dated January 7, 2015 8-K January 9, 2015 10.2 10.4 Form of Common Stock Purchase Warrant Issued by Company to Michael Taglich dated February 17, 2015 10-Q February 17, 2015 10.2 10.5 Form of Restricted Stock Agreement 10-Q May 15, 2015 10.6 10.6 Form of Common Stock Purchase Warrant Issued by Company to Michael Taglich dated May 12, 2015 10-Q May 15, 2015 10.9 10.7 Form of Common Stock Purchase Warrant Issued by Company to Michael Taglich dated July 21, 2015 8-K July 24, 2015 10.2 10.8 Bridgeline Digital Inc. 2016 Stock Incentive Plan DEF 14 A March 22, 2016 Appendix B 10.9 Form of Common Stock Purchase Warrant issued to Placement Agent 8-K May 17, 2016 10.3 10.10 Placement Agreement between Bridgeline Digital, Inc and Taglich Brothers, Inc dated March 31, 2016 8-K June 15, 2016 10.3 10.11 Form of Securities Purchase Agreement dated November 3, 2016 8-K November 4, 2016 10.1 10.12 Form of Purchaser Warrant 8-K November 4, 2016 10.2 10.13 Form of Registration Rights Agreement dated November 3, 2016 8-K November 4, 2016 10.3 60 Table of Contents 10.14 Form of Insider Securities Purchase Agreement dated November 3, 2016 8-K November 4, 2016 10.4 10.15 Loan and Security Agreement between Bridgeline Digital, Inc and Montage Capital II, L.P. dated October 10, 2017 8-K October 13, 2017 10.1 10.16 Form of Warrant to Purchase Stock issued to Montage Capital II, L.P 8-K October 13, 2017 10.2 10.17 Intercreditor Agreement between Heritage Bank of Commerce and Montage Capital II, L.P dated October 10, 2017 8-K October 13, 2017 10.3 10.18 First Amendment to the Loan and Security Agreement between Bridgeline Digital, Inc and Montage Capital II. LP, dated May 10, 2018 10-Q May 15, 2018 10.2 10.19 Form of Note Purchase Agreement 8-K September 11, 2018 10.1 10.20 Form of Promissory Note 8-K September 11, 2018 10.2 10.21 Form of Subordination Agreement 8-K September 11, 2018 10.3 10.22 Second Amendment to the Loan and Security Agreement between Bridgeline Digital, Inc and Montage Capital II, L.P., dated October 22, 2018 8-K October 24, 2018 10.1 10.23 First Amendment to the Bridgeline Digital, Inc. 2016 Stock Incentive Plan DEF 14-A August 23, 2019 Appendix B 10.24 Share Purchase Agreement, by and between the Company and WooRank SRL., dated February 2, 2021 8-K February 3, 2021 10.1 10.25 Form of Securities Purchase Agreement, dated February 4, 2021 8-K February 9, 2021 10.1 10.26 Form of Placement Agent Warrant, dated February 4, 2021 8-K February 9, 2021 10.2 10.27 Employment Agreement dated September 13, 2019 between Bridgeline Digital, Inc. and Roger “Ari” Kahn 8-K September 19, 2018 10.1 10.28 First Amendment to Roger “ Ari ” Kahn ’ s Employment Agreement dated February 25, 2021 8-K March 2, 2021 10.1 10.29 Share Purchase Agreement, by and between the Company, Svanaco, Inc., an Illinois corporation, Svanawar, Inc., an Illinois corporation, and HawkSearch Inc., an Illinois corporation, dated May 11, 2021 8-K May 12, 2021 10.1 10.30 Employment Agreement dated November 30, 2021 between Bridgeline Digital, Inc. and Thomas R. Windhausen 10-K December 20, 2021 10.29 10.31 Second Amendment to the Bridgeline Digital, Inc. 2016 Stock Incentive Plan DEF 14-A February 14, 2022 Appendix A 10.32 Amendment to Stock Purchase Agreement, among Bridgeline Digital, Inc., Svanaco, Inc., Svanawar, Inc., and HawkSearch Inc., dated June 15, 2022. 8-K June 22, 2022 10.1 10.33 Second Amendment to Roger “Ari” Kahn’s Employment Agreement, effective August 14, 2022 8-K August 24, 2022 10.1 10.34 Third Amendment to the Bridgeline Digital, Inc. 2016 Stock Incentive Plan DEF 14-A April 17, 2023 Appendix A 61 Table of Contents Exhibit Incorporated by Reference Filed No. Exhibit Form Filing Date Exhibit No. Herewith 19.1 Insider Trading Policy X 21.1 Subsidiaries of the Registrant X 23.1 Consent of PKF O’Connor Davies, LLP X 31.1 CEO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 CFO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 CEO Certification, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 CFO Certification, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Clawback Policy 10-K December 27, 2023 97 101.INS** Inline XBRL Instance X 101.SCH** Inline XBRL Taxonomy Extension Schema X 101.CAL** Inline XBRL Taxonomy Extension Calculation X 101.DEF** Inline XBRL Taxonomy Extension Definition X 101.LAB** Inline XBRL Taxonomy Extension Labels X 101.PRE** Inline XBRL Taxonomy Extension Presentation X 104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) X (c) Financial Statement Schedules Not applicable 62 Table of Contents SIGNATURES 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. BRIDGELINE DIGITAL, INC. a Delaware corporation By: /s/ Roger Kahn Name: Roger Kahn December 23, 2024 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Roger Kahn President and Chief Executive Officer, Director (Principal Executive Officer) December 23, 2024 Roger Kahn /s/ Thomas R. Windhausen Chief Financial Officer December 23, 2024 Thomas R. Windhausen (Principal Financial Officer) /s/Kenneth Galaznik Director December 23, 2024 Kenneth Galaznik /s/ Joni Kahn Director December 23, 2024 Joni Kahn /s/ Scott Landers Director December 23, 2024 Scott Landers /s/ Michael Taglich Director December 23, 2024 Michael Taglich 63