false 0001378590 0001378590 2025-02-03 2025-02-03

 

 

 

 

 

Date of report (Date of earliest event reported): February 3, 2025

 

(Exact name of registrant as specified in its charter)

 

 

(Address of principal executive offices, zip code)

 

(Issuer's telephone number)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

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

 

 

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 3, 2025, Bridgeline Digital, Inc. (the “Company”) entered into an Amended and Restated Employment Agreement between the Company and Roger “Ari” Kahn, its President and Chief Executive Officer, effective January 1, 2025 (the “Amended and Restated Employment Agreement”). The Amended and Restated Employment Agreement supersedes and replaces Mr. Kahn’s Employment Agreement with the Company, dated September 13, 2019, as amended.

 

The Amended and Restated Employment Agreement provides for a term of continued employment through September 30, 2026, with automatic one-year renewals at the end of each fiscal year unless earlier terminated.

 

The Amended and Restated Employment Agreement also provides for the following: (i) an increase in Mr. Kahn’s annual salary to $421,500 (payable in semi-monthly installments); (ii) the opportunity for Mr. Kahn to earn an incentive bonus with a targeted amount of $215,000, based on performance criteria determined by the Compensation Committee of the Board of Directors in its sole discretion; 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.

 

The Amended and Restated Employment Agreement also provides severance benefits to Mr. Kahn (or in the event of his subsequent death, to his surviving spouse, or if none, to his estate) in the event that his employment is terminated by the Company other than for Cause (as defined therein), or if he resigns from the Company for Good Reason (as defined therein). These severance benefits include, among other things:

 

 

 

 

 

 

The Amended and Restated Employment Agreement includes standard restrictive covenants and confidentiality obligations.

 

The foregoing is only a summary of the material terms of the Amended and Restated Employment Agreement and is qualified in its entirety by reference to the full text of the Amended and Restated Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

 

(d) Exhibits

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.