BLIN 10-K & 10-Q changes, risk factors and insider trading
Bridgeline Digital, Inc. · Nasdaq · Services-Prepackaged Software · CIK 1378590 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
We incurred a net loss of approximately $(see in full comparison2.02.5) million for the year ended September 30,2024.2025. Since our inception in 2000 and through fiscal 2019, in fiscal 2021, and from fiscal 2023andthroughfiscal 2024,2025, we have incurred net losses, and may do so again. As of September 30,2024,2025, we had an accumulated deficit of approximately$92$(94) million. Our prior losses have had an adverse effect on our stockholders’ equity and working capital. Because of the numerous risks and uncertainties associated with our business, we are unable to predict the extent of any future losses or when we may become profitable. If we do become profitable, we may not be able to sustain or increase our profitability on a quarterly or annual basis.
Full comparison: every changed paragraph (1)
We incurred a net loss of approximately $(2.02.5) million for the year ended September 30, 2024.2025. Since our inception in 2000 and through fiscal 2019, in fiscal 2021, and from fiscal 2023 andthrough fiscal 2024,2025, we have incurred net losses, and may do so again. As of September 30, 2024,2025, we had an accumulated deficit of approximately $92$(94) million. Our prior losses have had an adverse effect on our stockholders’ equity and working capital. Because of the numerous risks and uncertainties associated with our business, we are unable to predict the extent of any future losses or when we may become profitable. If we do become profitable, we may not be able to sustain or increase our profitability on a quarterly or annual basis.
Management's Discussion & Analysis (MD&A)
Removed heading “Goodwill and Intangible Asset Impairment”
Removed heading “Subscription and Perpetual Licenses”
Removed heading “Digital Engagement Services”
Removed heading “Goodwill Impairment”
Largest changes
“Goodwill and Intangible Asset Impairment”see in full comparison
Total revenue for the fiscal year ended September 30, 2025 (“fiscal 2025”) remained consistent at $15.4 million when compared to fiscal year ended September 30, 2024 (“fiscal 2024”)see in full comparisondecreased to $15.4 million from $15.9 million for the fiscal year ended September 30, 2023 (“fiscal 2023”). The loss from operations for fiscal20242025 was $(2.02.4) million, compared with a loss from operations of $(9.92.0) million for fiscal2023.2024. We had a net loss for fiscal20242025 of $(2.5) million, which included a loss of approximately $4 thousand as a result of the change in fair value of certain warrant liabilities, compared with a net loss of $(2.0) million, which included a gain of approximately $0.1 million as a result of the change in fair value of certain warrant liabilities,compared with a net loss of $(9.4) million, which included a gain of approximately $0.6 million as a result of the change in fair value of certain warrant liabilities, and a goodwill impairment charge of $7.5 millionin fiscal2023.2024. Basic and diluted net loss per share attributable to common stockholders for fiscal20242025 was $(0.190.25) compared with the equivalent basic and diluted net loss per share attributable to common stockholders of $(0.910.19) for fiscal2023.2024.
“During the year ended September 30, 2023, the Company recognized a goodwill impairment charge of $7.5 million. During the year ended September 30, 2024, there were no goodwill impairment charges recognized.”see in full comparison
The loss from operations was $(see in full comparison2.02.4) million for fiscal20242025 compared to a loss from operations of $(9.92.0) million for fiscal2023,2024,aandecreaseincrease of$(7.9)$0.4 million or(80)%. The decrease is primarily due to the goodwill impairment in fiscal 2023.20%.
Cash used in operating activities was $(1.1) million during fiscal 2025 compared to $(0.8) million during fiscalsee in full comparison2024 compared to cash provided by operating activities of $0.3 million during fiscal 2023.2024. The change in cash used in operating activities compared to the prior period was primarily due to a decrease in net earnings and changes in non-cash items, including changes in fair value of warrant liabilities, and amortization of intangible assets, andgoodwill impairment, andchanges to accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities, as well as deferred revenue.
Full comparison: every changed paragraph (45)
We are a an AI-powered marketing technology company that offers a suite of products that help companies grow online revenue by driving more visitors to their websites, converting more visitors to purchasers, and increasing average order value per purchaser.
All of our software is available through a cloud-based Software as a Service (“SaaS”) model, whose flexible architecture provides customers hosting and support. Additionally, Unbound and HawkSearch have the option to be available via a traditional perpetual licensing business model, in which the software can reside on a dedicated infrastructure either on premisepremises at the customer’s facility, or manage-hosted by Bridgeline via a cloud-based, dedicated hosted services model.
OurThe product offerings include:
Each of our product offerings goes to market through two main types of partnerships. The first partner category includes platforms such as Adobe, BigCommerce, Optimizely, Sitefinity, ShopifyShopify, Unilog and others. Our software often embeds directly into these platforms through connectors and SDK solutions that we develop in concert with each platform. The second category includes web-development agencies which typically have deep relationships with end-customers and have the technical expertise to implement our software solutions according to client needs, platform requirements, and industry standards.
Goodwill and Intangible Asset Impairment
There were no goodwill impairment charges recognized during the year ended September 30, 2024. During the year ended September 30, 2023, we recognized a goodwill impairment charge of $7.5 million.
Total revenue for the fiscal year ended September 30, 2025 (“fiscal 2025”) remained consistent at $15.4 million when compared to fiscal year ended September 30, 2024 (“fiscal 2024”) decreased to $15.4 million from $15.9 million for the fiscal year ended September 30, 2023 (“fiscal 2023”). The loss from operations for fiscal 20242025 was $(2.02.4) million, compared with a loss from operations of $(9.92.0) million for fiscal 2023.2024. We had a net loss for fiscal 20242025 of $(2.5) million, which included a loss of approximately $4 thousand as a result of the change in fair value of certain warrant liabilities, compared with a net loss of $(2.0) million, which included a gain of approximately $0.1 million as a result of the change in fair value of certain warrant liabilities, compared with a net loss of $(9.4) million, which included a gain of approximately $0.6 million as a result of the change in fair value of certain warrant liabilities, and a goodwill impairment charge of $7.5 million in fiscal 2023.2024. Basic and diluted net loss per share attributable to common stockholders for fiscal 20242025 was $(0.190.25) compared with the equivalent basic and diluted net loss per share attributable to common stockholders of $(0.910.19) for fiscal 2023.2024.
Our revenue is derived from two sources: (i) Subscription and Perpetual licenses and (ii) Digital Engagement Services.
Subscription and Perpetual Licenses
Revenue from Subscription and perpetual licenses of $12.1 million in fiscal 2024 decreased $(0.6) million, or (5)%, from $12.7 million in fiscal 2023. The decrease compared to the prior period included a reduction in revenue from a particular customer. Subscription and perpetual license revenue as a percentage of total revenue decreased to 79% in fiscal 2024 from 80% in fiscal 2023.
Digital Engagement Services
Digital engagement servicesSubscription revenue is comprised of implementation and retainer-related services. Total revenue from digital engagement services of $3.2$12.4 million in fiscal 20242025 increased 3%$0.2 million, or 2%, from $3.1$12.1 million in fiscal 2023.2024. Digital engagement servicesSubscription revenue as a percentage of total revenue increased to 21%80% in fiscal 20242025 from 20%79% in fiscal 2023.2024.
Services revenue is comprised of implementation and retainer-related services. Total revenue from services of $3.0 million in fiscal 2025 decreased (6)% from $3.2 million in fiscal 2024. Services revenue as a percentage of total revenue decreased to 20% in fiscal 2025 from 21% in fiscal 2024.
Overall
Bridgeline’s Core products, led by HawkSearch, grew by 16% to $8.9 million in fiscal 2025 (representing 58% of total revenue) from $7.7 million in fiscal 2024 (representing 50% of total revenue). Bridgeline revenue was flat in fiscal 2025 compared to fiscal 2024, with growth in Core products, led by HawkSearch, offset by lower revenue in certain legacy products.
Total cost of revenue for fiscal 20242025 of $4.9$5.1 million decreasedincreased $(0.1)$0.2 million, or (2)%4% compared to the prior period.
Cost of Subscription and Perpetual LicenseRevenue
Cost of subscription and perpetual licensesrevenue of $3.7 million in fiscal 2025 increased $0.3 million, or 8%, from $3.4 million in fiscal 2024 increased slightly from fiscal 2023.2024. The increase in cost of subscription and perpetual licensesrevenue in fiscal 20242025 compared to fiscal 20232024 is primarily due to higher costs to operate our cloud-based hosting model with Amazon Web Services, offset by a decrease in personnel costs. The cost of subscription and perpetual licensesrevenue as a percentage of subscription and perpetual license revenue increased to 30% in fiscal 2025 from 28% in fiscal 2024 from 26% in fiscal 2023. This increase is primarily due to the overall decrease in subscription and perpetual license revenue.2024.
Cost of DigitalServices Engagement ServicesRevenue
Cost of digitalservices engagement servicesrevenue of $1.5 million in fiscal 2025 and 2024 decreasedremained (7)%, from $1.7 million in fiscal 2023.consistent. The cost of total digitalservices engagement servicesrevenue as a percentage of total digital engagement services revenue decreasedincreased slightly to 49% in fiscal 2025 from 48% in fiscal 20242024. fromThis 52%increase in fiscal 2023. These decreases areis primarily due to the overall decreaseincrease in personnel costs.costs relative to total subscription revenue.
Gross profit of $10.4$10.2 million decreased $(0.40.2) million, or (42)%, in fiscal 20242025 compared to $10.9$10.4 million for fiscal 2023.2024. The gross profit margin remainedwas consistent67% atand 68% for fiscal 20242025 and 2023.2024, respectively.
Sales and marketing expenses of $4.5 million in fiscal 2025 increased $0.8 million, or 20%, from $3.7 million in fiscal 2024 decreased $(1.0) million, or (22)%, from $4.8 million in fiscal 2023.2024. Sales and marketing expense as a percentage of total revenue decreasedincreased to 29% in fiscal 2025 compared to 24% in fiscal 2024 compared to 30% in fiscal 2023.2024. The decreaseincrease compared to the prior period is primarily attributable to lower personnel costs and lowerhigher marketing spend on leads and conferences.conferences, partially offset by lower personnel costs.
General and administrative expenses of $3.1 million in fiscal 2025 decreased $(0.1) million, or (4)%, from $3.3 million in fiscal 2024 increased $0.1 million, or 3%, from $3.2 million in fiscal 2023.2024. General and administrative expense as a percentage of revenue was 20% in fiscal 2025 compared to 21% in fiscal 20242024. comparedThe to 20% in fiscal 2023. These increasesdecrease compared to the prior period areis primarily attributable to higherlower personnel costs.
Research and development expense of $4.0 million in fiscal 2025 decreased $(0.1) million, or (3)%, from $4.2 million in fiscal 2024 increased $0.5 million, or 13%, from $3.7 million in fiscal 2023.2024. Research and development expense as a percentage of total revenue increaseddecreased to 26% in fiscal 2025 compared to 27% in fiscal 2024 compared to 23% for fiscal 2023.2024. These increasesdecreases compared to the prior period are primarily attributable to higherlower personnel costs.
Goodwill Impairment
During the year ended September 30, 2023, the Company recognized a goodwill impairment charge of $7.5 million. During the year ended September 30, 2024, there were no goodwill impairment charges recognized.
Restructuring and acquisition related expenses wasof $0.2 million in fiscal 2025 remained consistent with 2024. During fiscal 2025 and 2024, expenses incurred were related to severance and merger and acquisition costs, and during fiscal 2023, expenses incurred were related to further acquisition integrations.costs.
The loss from operations was $(2.02.4) million for fiscal 20242025 compared to a loss from operations of $(9.92.0) million for fiscal 2023,2024, aan decreaseincrease of $(7.9)$0.4 million or (80)%. The decrease is primarily due to the goodwill impairment in fiscal 2023.20%.
Interest expense and other, net, was $(0.1) million of income in fiscal 2025 and 2024, which primarily consisted of non-recurringnon-recurring, non-operating costs, compared to $(0.2) million of income in fiscal 2023, which primarily consisted of non-recurring operating costs.
The Company recognized a loss related to the change in fair value of warrant liabilities of $4 thousand for fiscal 2025, and a gain related to the change in fair value of warrant liabilities of $0.1 million for fiscal 2024, and a gain related to the change in fair value of warrant liabilities of $0.6 million for fiscal 2023.2024.
The provision for (benefit from) income taxes was $ (39)thousand for fiscal 2025 and $(43) thousand for fiscal 2024 and $(94) thousand for fiscal 2023.2024. Income tax expense consists of estimated liability for federal and state income taxes owed by the Company. Net operating loss (“NOL”) carryforwards are estimated to be sufficient to offset any potential taxable income for all periods presented. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company maintains a valuation allowance against its net deferred tax assets. As of September 30, 20242025 and 2023,2024, the Company had a valuation allowance on its net deferred tax assets of $11.3$11.7 million and $10.8$11.3 million, respectively.
The federal NOL carryforward is approximately $37.4 million as of September 30, 2025 of which $29.0 million is subject to the 20-year carryforward and expires on various dates through 2038. The remaining federal NOL carryforward of $8.4 million is indefinite.
The federal NOL carryforward is approximately $36.8 million as of September 30, 2024 of which $29.0 million is subject to the 20-year carryforward and expires on various dates through 2038. The remaining federal NOL carryforward of $7.7 million is indefinite. Net operating losses incurredfor taxable years beginning after December 31, 2017 carry forward indefinitely. Internal Revenue Code Section 382 places certain limitations on the amount of taxable income that can be offset by NOL carryforwards after a change in control of a loss corporation. Generally, after a change in control, a loss corporation cannot deduct NOL carryforwards in excess of the Section 382 limitation. Due to these “change of ownership” provisions, utilization of NOL carryforwards may be subject to an annual limitation on utilization against taxable income in future periods. The Company has not performed a Section 382 analysis. However, if performed, Section 382 may be found to limit potential future utilization of our NOL carryforwards. The Company also has approximately $50.2$51.5 million in state NOLs which expire on various dates through 2044.2045.
Cash used in operating activities was $(1.1) million during fiscal 2025 compared to $(0.8) million during fiscal 2024 compared to cash provided by operating activities of $0.3 million during fiscal 2023.2024. The change in cash used in operating activities compared to the prior period was primarily due to a decrease in net earnings and changes in non-cash items, including changes in fair value of warrant liabilities, and amortization of intangible assets, and goodwill impairment, and changes to accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities, as well as deferred revenue.
Cash used in investing activities was $(18) thousand during fiscal 2025 compared to $(29) thousand during fiscal 2024 compared to cash used in investing activities of $(25) thousand during fiscal 2023.2024. Cash used in investing activities during fiscal 20242025 and 2023 was2024was related primarily to purchases of property and equipment.
Cash provided by financing activities was $1.4 million during fiscal 2025 compared with cash used in financing activities wasof $(0.2) million during fiscal 2024 compared with $(0.6) million during fiscal 2023.2024. Cash usedprovided inby financing activities during both fiscal 2024 and fiscal 20232025 was primarily related to paymentsproceeds from the issuance of common stock, less cash used for the redemption of Preferred Series C shares and used for payment of long-term debt, and in fiscal 2023, deferred purchase price and contingent consideration2024, payments relatedof tolong-term acquisitionsdebt completedwas duringprimarily fiscalused 2021.in financing activities.
WeThe haveCompany has historically incurred operating losses and used cash on hand and from financing activities to fund operations as well as develop new products. WeThe believeCompany is continuing to maintain tight control over discretionary spending for the 2026 fiscal year. The Company believes that future revenues and cash flows will supplement ourits working capital and thatit we havehas an appropriate cost structure to support future revenue growth.
WeThe Company may offer and sell, from time to time, in one or more offerings, up to $50 million of ourits debt or equity securities, or any combination thereof. Such securities offerings may be made pursuant to ourthe Company’s currently effective registration statement on Form S-3 (File No. 333-262764333-285176), which was initially filed with the Securities and Exchange Commission on February 16,24, 20222025 and declared effective on MarchFebruary 4,27, 20222025 (the “Shelf Registration Statement”). A complete description of the types of securities that wethe Company may sell is described in the Preliminary Prospectus contained in the Shelf Registration Statement. As of the date of the filing of this Annual Report, there are no active offerings for the sale or obligations to purchase any of ourthe Company’s securities pursuant to the Shelf Registration Statement. There can be no assurances that wethe Company will offer any securities for sale or that if wethe doCompany does offer any securities that weit will be successful in selling any portion of the securities offered on a timely basis if at all, or on terms acceptable to us. Further, our ability to offer or sell such securities may be limited by rules of the NasdaqNASDAQ Capital Market.
On March 24, 2025, the Company entered into a Securities Purchase Agreement with purchasers, pursuant to which the Company agreed to issue and sell, in a registered direct offering, an aggregate of 1,000,000 shares of the Company’s common stock, par value $0.001 per share, at an offering price of $1.50 per share, for aggregate gross proceeds from the offering of approximately $1.5 million before deducting the placement agent fee and related offering expenses (see Note 12). Proceeds after deducting offering expenses was $1.3 million.
On March 25, 2025, the Company separately entered into a form of subscription agreement with certain accredited investors relating to a private placement transaction and sale (the “Private Placement”) of 473,979 unregistered shares of the Company’s common stock at an offering price of $1.52 per share, for aggregate gross proceeds from the Private Placement of approximately $720 thousand before deducting related offering expenses. Proceeds after deducting offering expenses was $700 thousand.
We lease all of our office space locations. The gross obligations for operating leases and subleases isare
$0.1 million, with obligations extending through January 2028. Debt payments on our various debt obligations total
$0.2$0.3 millionmillion, of which $0.2 million is expected to be paid in the next twelve months. Debt payments on our various debt obligations total
$0.5 million of which $0.3 million is expected to be paid in the next twelve months.
We derive our revenue from two sources: (i) Subscription and Perpetual Licenses,Subscription, which are comprised of software subscription fees (“SaaS”), perpetual software licenses,hosting and related services, maintenance for post-customer support (“PCS”) on perpetual licenses, and perpetual software licenses, and (ii) Digital Engagement Services, which are professional services to implement our products such as web development, digital strategy, information architecture and usability engineering search. Customers who license the software on a subscription basis, which can be described as “Software as a Service” or “SaaS”, do not take possession of the software.
Revenue is recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. If the consideration promised in a contract includes a variable amount, for example, overage fees, contingent fees or service level penalties, we include an estimate of the amount we expect to receive for the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur. Our subscription service arrangements are non-cancelable and do not contain refund-type provisions. Revenue is reported net of applicable sales and use tax.
Payment terms with customers typically require payment 30 days from invoice date. Payment terms may vary by customer but generally do not exceed 45 days from invoice date. Invoicing for digital engagement services are either monthly or upon achievement of milestones and payment terms for such billings are within the standard terms described above. Invoices for subscriptions and hosting are typically issued monthly and are generally due in the month of service. Our subscription and hosting agreements provide for refunds when service is interrupted for an extended period of time and are reserved for in the month in which they occur, if necessary.
Our digital engagement services agreements with customers do not provide for any refunds for services or products and therefore no specific reserve for such is maintained. In the infrequent instances where customers raise a concern over delivered products or services, we have endeavored to remedy the concern and all costs related to such matters have been insignificant in all periods presented.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the Securities and Exchange Commission on December 19, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “ATM Sales Agreement”
Largest changes
“On July 14, 2026, the Company entered into a Common Stock Sales Agreement (the “Sales Agreement”) with WestPark Capital, Inc., as sales agent, pursuant to which the Company may offer and sell, from time to time through WestPark, shares of the Company’s common stock subject to the terms and conditions of the Sales Agreement. Under the Sales Agreement, WestPark may sell the Placement Shares in sales deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. …”see in full comparison
Results of Operations for the Three andsee in full comparisonSixNine Months EndedMarchJune31,30, 2026 compared to the Three andSixNine Months EndedMarchJune31,30, 2025
“The Company will pay WestPark a fixed commission rate of 3.0% of the aggregate gross proceeds from the sale of the Placement Shares pursuant to the Sales Agreement and has agreed to provide WestPark with customary indemnification and contribution rights. …”see in full comparison
“The Company is not obligated to make any sales of the Placement Shares under the Sales Agreement. No assurance can be given that the Company will sell Placement Shares under the Sales Agreement, or if such sales occur, no assurance can be given as to the price or number of shares that will be sold, or the dates on which any such sales will take place. Either party may terminate the Sales Agreement in its sole discretion at any time upon written notice to the other party.”see in full comparison
Total net revenue for thesee in full comparisonsixnine months endedMarchJune31,30, 2026 and 2025, was$7.8$11.8 million and$7.7$11.5 million, respectively. We had net loss of $(0.51.0) million and $(1.42.2) million for thesixnine months endedMarchJune31,30, 2026 and 2025, respectively. Included in the net loss for thesixnine months endedMarchJune31,30, 2026 and 2025, was a gain of$95$96 thousand and a loss of $(8958) thousand as a result of the change in fair value of certain warrant liabilities, respectively. Basic and diluted loss per share attributable to common shareholders was $ (0.040.08) and $ (0.160.23) for thesixnine months endedMarchJune31,30, 2026 and 2025, respectively.
Full comparison: every changed paragraph (68)
We currently have over 2,000 active customers. For the three and sixnine months ended MarchJune 31,30, 2026 and 2025, no customer exceeded 10% of our revenue.
Results of Operations for the Three and SixNine Months Ended MarchJune 31,30, 2026 compared to the Three and SixNine Months Ended MarchJune 31,30, 2025
Total net revenue for each of the three months ended MarchJune 31,30, 2026 and 2025, was $3.9 million. We had net loss of $(0.40.5) million and $(0.70.8) million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Included in the net loss for the three months ended MarchJune 31,30, 2026 and 2025, was a gain of $5$1 thousand and $25$31 thousand as a result of the change in fair value of certain warrant liabilities, respectively. Basic and diluted loss per share attributable to common shareholders was $ (0.04) and $ (0.100.07) for the three months ended MarchJune 31,30, 2026 and 2025, respectively.
Total net revenue for the sixnine months ended MarchJune 31,30, 2026 and 2025, was $7.8$11.8 million and $7.7$11.5 million, respectively. We had net loss of $(0.51.0) million and $(1.42.2) million for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively. Included in the net loss for the sixnine months ended MarchJune 31,30, 2026 and 2025, was a gain of $95$96 thousand and a loss of $(8958) thousand as a result of the change in fair value of certain warrant liabilities, respectively. Basic and diluted loss per share attributable to common shareholders was $ (0.040.08) and $ (0.160.23) for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively.
Subscription revenue of $3.1 million for the three months ended MarchJune 31,30, 2026 remained consistent with the three months ended MarchJune 31,30, 2025.
Subscription revenue of $6.3$9.4 million for the sixnine months ended MarchJune 31,30, 2026 increased byfrom $0.2 compared to $6.1$9.2 million for the sixnine months ended MarchJune 31,30, 2025.
Subscription revenue as a percentage of total revenue was 80%79% and 79%81% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.
Subscription revenue as a percentage of total revenue of 80% for both the sixnine months ended MarchJune 31,30, 2026 and the sixnine months ended MarchJune 31,30, 2025.
Services revenue of $0.8 million for the three months ended MarchJune 31,30, 2026 remainedincreased consistentfrom with$0.7 million for the three months ended MarchJune 31,30, 2025.
Services revenue of $1.6$2.4 million for the sixnine months ended MarchJune 31,30, 2026 remainedincreased consistentfrom with$2.3 million for the sixnine months ended MarchJune 31,30, 2025.
Services revenue as a percentage of total revenue was 20%21% and 21%19% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.
Services revenue as a percentage of total revenue of 20% for both the sixnine months ended MarchJune 31,30, 2026 and theJune six months ended March 31,30, 2025.
Revenue for Bridgeline’s Core products was $2.4 million for the three months ended MarchJune 31,30, 2026 (representing 61%62% of total revenue), an increase from $2.3$2.2 million in the three months ended MarchJune 31,30, 2025 (representing 59%57% of total revenue). Bridgeline revenue for the three months ended MarchJune 31,30, 2026 increased compared to the three months ended MarchJune 31,30, 2025, with growth in Core products, led by HawkSearch, offset by lower revenue in certain legacy products.
Revenue for Bridgeline’s Core products was $4.8$7.1 million for the sixnine months ended MarchJune 31,30, 2026 (representing 61%60% of total revenue), an increase from $4.3$6.3 million in the sixnine months ended MarchJune 31,30, 2025 (representing 56%55% of total revenue). Bridgeline revenue for the sixnine months ended MarchJune 31,30, 2026 increased compared to the sixnine months ended MarchJune 31,30, 2025, with growth in Core products, led by HawkSearch, offset by lower revenue in certain legacy products.
Core revenue for the 12 months ended MarchJune 31,30, 2026 grew by 14%13% compared to the 12 months ended MarchJune 31,30, 2025.
Total cost of revenue of $1.4 million for the three months ended MarchJune 31,30, 2026 increased from $1.3 million for the three months ended MarchJune 31,30, 2025.
Total cost of revenue of $2.7$4.1 million for the sixnine months ended MarchJune 31,30, 2026 increased from $2.5$3.8 million for the sixnine months ended MarchJune 31,30, 2025.
Cost of subscription revenue of $1.0 million for the three months ended MarchJune 31,30, 2026 increased from $0.9 million for the three months ended MarchJune 31,30, 2025.
The cost of subscription revenue as a percentage of subscription revenue was 31% and 28%30% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.
Cost of subscription revenue of $2.0$2.9 million for the sixnine months ended MarchJune 31,30, 2026 increased from $1.8$2.7 million for the sixnine months ended MarchJune 31,30, 2025.
The cost of subscription revenue as a percentage of subscription revenue was 31% and 29% for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively.
Cost of services revenue of $0.4 million for the three months ended MarchJune 31,30, 2026 remainedincreased consistentfrom with$0.4 million for the three months ended MarchJune 31,30, 2025.
The cost of services revenue as a percentage of total services revenue was 53% and 48%50% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.
Cost of services revenue of $0.8$1.2 million for the sixnine months ended MarchJune 31,30, 2026 remainedincreased consistentfrom with$1.1 million for the sixnine months ended MarchJune 31,30, 2025.
The cost of services revenue as a percentage of total services revenue was 49%50% and 48%49% for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively.
The changes in cost of services revenue is primarily due to loweradditional personnel costs.
Gross profit of $2.5 million for the three months ended MarchJune 31,30, 2026 decreased from $2.6$2.5 million for the three months ended MarchJune 31,30, 2025.
The gross profit margin was 64% and 68%66% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.
Gross profit of $5.1$7.6 million for the sixnine months ended MarchJune 31,30, 2026 decreased from $5.2$7.7 million for the sixnine months ended MarchJune 31,30, 2025.
The gross profit margin was 65% and 67% for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively.
Sales and marketing expenses of $1.1$1.0 million for the three months ended MarchJune 31,30, 2026 remaineddecreased consistentfrom with$1.3 million for the three months ended MarchJune 31,30, 2025.
Sales and marketing expense as a percentage of total revenue was 27% and 28%34% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.
Sales and marketing expenses of $2.1$3.2 million for the sixnine months ended MarchJune 31,30, 2026 remaineddecreased consistentfrom $3.4 million with the sixnine months ended MarchJune 31,30, 2025.
Sales and marketing expense as a percentage of total revenue was 27% and 29% for each of the sixnine months ended MarchJune 31,30, 2026 and 2025.
The consistencydecrease with the prior comparable periods is primarily attributable to lower personnel costs and higherlower lead generation costs.
General and administrative expenses of $0.8 million for the three months ended MarchJune 31,30, 2026 remained consistent with the three months ended MarchJune 31,30, 2025.
General and administrative expense as a percentage of total revenue was 19% and 20% for both the three months ended MarchJune 31,30, 2026 and 2025, respectively.
General and administrative expenses of $1.5$2.2 million for the sixnine months ended MarchJune 31,30, 2026 decreased from $1.6 million$2.3 for the sixnine months ended MarchJune 31,30, 2025.
General and administrative expense as a percentage of total revenue was 19% and 20% for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively.
The decrease fromwith the prior comparable periods is primarily attributable to lower personnel costs.
Research and development expenses of $0.9 million for the three months ended MarchJune 31,30, 2026 decreasedremained fromconsistent $1.1 million forwith the three months ended MarchJune 31,30, 2025.
Research and development expenses as a percentage of total revenue was 22%24% and 29%25% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.
Research and development expenses of $1.7$2.6 million for the sixnine months ended MarchJune 31,30, 2026 decreased from $2.2$3.1 million for the sixnine months ended MarchJune 31,30, 2025.
Research and development expenses as a percentage of total revenue was 21%22% and 28%27% for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively.
Depreciation and amortization expenses of $0.2 million for the three months ended MarchJune 31,30, 2026 remained consistent with the three months ended MarchJune 31,30, 2025.
Depreciation and amortization as a percentage of total revenue was 5% for each of the three months ended MarchJune 31,30, 2026 and 2025.
Depreciation and amortization expenses of $0.4$0.6 million for the sixnine months ended MarchJune 31,30, 2026 remained consistent with the sixnine months ended MarchJune 31,30, 2025.
Depreciation and amortization as a percentage of total revenue was 5% for each of the sixnine months ended MarchJune 31,30, 2026 and 2025.
Restructuring and acquisition related expenses were $59$68 thousand for the three months ended MarchJune 31,30, 2026 compared to $0.2$10 millionthousand for the three months ended MarchJune 31,30, 2025.
Restructuring and acquisition related expenses were $84$0.2 thousandmillion for the sixnine months ended MarchJune 31,30, 2026 compareddecreased tofrom $0.2 million for the sixnine months ended MarchJune 31,30, 2025.
The loss from operations was $
(0.40.5) million and $
(0.7) million for the three months ended
MarchJune 31,30, 2026 and 2025, respectively.
The loss from operations was $
(0.61.0) million and $
(1.32.0) million for the
sixnine months ended
MarchJune 31,30, 2026 and 2025, respectively.
Interest expense and other, net, was $6 thousand for the three months ended June 30, 2026 and was $(6126) thousand for the three months ended MarchJune 31, 2026 and was $(5) thousand for the three months ended March 31,30, 2025.
Interest expense and other, net, was $(6)$- thousand for the sixnine months ended MarchJune 31,30, 2026 and was $(9135) thousand for the sixnine months ended MarchJune 31,30, 2025.
We recognized a gain on the change in fair value of warrant liabilities of $5$1 thousand during the three months ended MarchJune 31,30, 2026 and recognized a gain related to the change in fair value of warrant liabilities of $25$31 thousand for the three months ended MarchJune 31,30, 2025.
We recognized a gain on the change in fair value of warrant liabilities of $95$96 thousand during the sixnine months ended MarchJune 31,30, 2026 and recognized a loss related to the change in fair value of warrant liabilities of $(8958) thousand for the sixnine months ended MarchJune 31,30, 2025.
The provision for income taxes was $5 thousand for each of the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025. The provision for income taxes was $10$15 thousand for each of the sixnine months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025. The provision for income taxes consists of estimated liability for federal and state income taxes owed by us. Net operating loss (“NOL”) carryforwards are estimated to be sufficient to offset any potential taxable income for all periods presented. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. We maintain a valuation allowance against its net deferred tax assets.
Cash usedprovided inby operating activities was $(79)$76 thousand for the sixnine months ended MarchJune 31,30, 2026, compared to cash used in operating activities of $(0.20.8) million for the sixnine months ended MarchJune 31,30, 2025. The change in cash used in operating activities, compared to the prior period, was primarily due to changes in non-cash items, including depreciation, and changes in fair value of warrant liabilities, and changes in accounts receivable, prepaids and other current assets, and accounts payable and accrued liabilities and deferred revenue.
There was $(4487) thousand and $(712) thousand cash used in investing activities for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively.
Cash used in financing activities was $(0.1) million for the sixnine months ended MarchJune 31,30, 2026, compared to cash provided by financing activities of $1.6$1.5 million for the sixnine months ended MarchJune 31,30, 2025. The change is primarily related to proceeds from the issuance of common stock and the redemption of Preferred Series C shares in the sixnine months ended MarchJune 31,30, 2025.
BLIN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding BLIN (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 156,729 | $181.8K | 0.0% | Reduced 1% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 56,085 | $44.7K | — | Sold out |