S-3/A

As filed with the Securities and Exchange Commission on August 12, 2021

Registration No. 333-256638

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BRIDGELINE DIGITAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	7372	52-2263942
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
100 Sylvan Road, Suite G-700 Woburn, MA 01801  (781) 376-5555 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)		Roger Kahn President and Chief Financial Officer Bridgeline Digital, Inc. 100 Sylvan Road, Suite G-700 Woburn, MA 01801  (781) 376-5555 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies of all communications, including all communications sent to the agent for service, should be sent to:

Daniel W. Rumsey, Esq.

Jessica R. Sudweeks, Esq.

Disclosure Law Group, a Professional Corporation

655 West Broadway, Suite 870

San Diego, CA 92101

(619) 272-7058  

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective, as determined by market conditions and other factors.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Pre-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 (File No 333-256638) (the “Registration Statement”) of Bridgeline Digital, Inc. (the “Company”) is being filed solely to file the following exhibits: (i) an Opinion of Counsel as Exhibit 5.1 to the Registration Statement, (ii) a revised consent of Marcum LLP, the Company’s former independent registered public accounting firm, as Exhibit 23.2 to the Registration Statement, and (iii) a consent of Moore VMB Bedrijfsrevisoren BV, the independent auditor of Woorank SRL, the Company's wholly owned subsidiary, as Exhibit 23.3 to the Registration Statement. Accordingly, this Amendment consists solely of the facing page, this Explanatory Note, Item 16 of Part II of the Registration Statement, the signature page and Exhibits 5.1, 23.2 and 23.3. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.

ITEM 16.  EXHIBITS

5.1	Opinion of Disclosure Law Group, a Professional Corporation.*
23.1	Consent of Disclosure Law Group, a Professional Corporation (included in Exhibit 5.1).*
23.2	Consent of Independent Registered Public Accounting Firm – Marcum, LLP.*
23.3	Consent of Moore VMB Bedrijfsrevisoren BV.*
24.1	Power of Attorney (included on the signature page of Part II of this Registration Statement on Form S-3).**

________________________

Filed herewith.	*
Previously filed.	**

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woburn, Massachusetts on August 12, 2021.

BRIDGELINE DIGITAL, INC. 

By:  /s/ Roger Kahn

Roger Kahn

President and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Roger Kahn	President and Chief Executive Officer	August 12, 2021
Roger Kahn	(Principal Executive Officer)
/s/ Mark G. Downey	Chief Financial Officer	August 12, 2021
Mark G. Downey	(Principal Accounting and Financial Officer)
/s/ *	Director	August 12, 2021
Kenneth Galaznik
/s/ *	Director	August 12, 2021
Joni Kahn
/s/ *	Director	August 12, 2021
Scott Landers
/s/ *	Director	August 12, 2021
Michael Taglich

*By:	/s/ Roger Kahn
	Roger Kahn
	Attorney-in-fact

EX-5.1

EXHIBIT 5.1

August 12, 2021

Bridgeline Digital, Inc.

100 Sylvan Road, Suite G-700

Woburn, MA 01801

Ladies and Gentlemen:

We have acted as special counsel to Bridgeline Digital, Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-3 (the “Registration Statement”), first filed on May 28, 2021 with the Securities and Exchange Commission (the “Commission”) and amended on August 12, 2021, relating to the proposed resale of up to 2,671,917 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), by the selling stockholders identified in the Registration Statement (the “Selling Stockholders”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.  

As the basis for the opinion hereinafter expressed, we have examined such statutes, Company corporate records and documents, certificates of Company and public officials, and other instruments and documents as we deemed relevant or necessary for the purposes of the opinion set forth below.

In making our examination, we have assumed the legal capacity of all natural persons, that all signatures on documents examined by us are genuine, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as certified, conformed or photostatic copies. We have also assumed the accuracy and completeness of all information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below. We have relied upon a certificate and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. In connection with the opinion hereinafter expressed, we have assumed that all of the Shares will be resold in the manner stated in the prospectus forming a part of the Registration Statement.

Based on the foregoing and on such legal considerations as we deem relevant, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents we have examined, we are of the opinion that the Shares will be duly authorized, validly issued, fully paid and nonassessable.

The opinions expressed herein are with respect to, and limited to, the corporate laws of the State of Delaware and the federal laws of the United States, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the reference to us under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement and to the filing of this opinion letter as an exhibit to the Registration Statement, and any amendments thereto. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Disclosure Law Group

Disclosure Law Group, a Professional Corporation

EX-23.2

Exhibit 23.2

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the incorporation by reference in this Registration Statement of Bridgeline Digital, Inc. on Amendment No. 1 to Form S-3 filed under the Securities Act of 1933, as amended, of our report dated December 23, 2020, with respect to our audits of the consolidated financial statements of Bridgeline Digital, Inc. as of September 30, 2020 and 2019, and for the years ended September 30, 2020 and 2019, originally appearing in the Annual Report on Form 10-K of Bridgeline Digital, Inc. for the year ended September 30, 2020, which report includes an explanatory paragraph as to the Company’s ability to continue as a going concern. We were dismissed as auditors on February 26, 2021 and accordingly, we have not performed any audit or review procedures with respect to any consolidated financial statements appearing in such Prospectus for the periods after the date of our dismissal. We also consent to the reference to our firm under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Marcum LLP

Marcum LLP

Boston, MA

August 12, 2021

EX-23.3

Exhibit 23.3

INDEPENDENT REGISTERED PUBLIC ACCOUTING FIRM’S CONSENT

We consent to the incorporation by reference in this Registration Statement of Bridgeline Digital, Inc. on Form S-3 (File No. 333-256638) of our report dated May 13, 2021 with respect to our audit of the financial statements of Woorank SRL. (the "Company"), which includes an explanatory paragraph as to the Company's basis for qualified opinion as a first time adopter of IFRS, as of December 31, 2020 and for the year then ended, which report appears in the amended Form 8-K of Bridgeline Digital, Inc. filed with the U.S. Securities and Exchange Commission on May 13, 2021.

Wemmel, August 12 2021

/s/ Moore VMB Bedrijfsrevisoren BV

Moore VMB Bedrijfsrevisoren BV,

Auditor,

Represented by:

Luc Martens,

Registered auditor

An independent member firm of Moore Global Network Limited – members in principal cities throughout the world Moore VMB Bedrijfsrevisoren BV: Koning Albert I Laan 64, 1780 Wemmel ORB Brussel – BTW: BE0472.277.063