Bridgeline Digital Inc美股招股说明书(2026-07-14版)

BRIDGELINE DIGITAL, INC. Up to $3,950,000Shares of Common Stock We have entered into a common stock sales agreement (the “Sales Agreement”) with WestPark Capital, Inc. (“WestPark” or the“Sales Agent”) relating to shares of our common stock, par value $0.001 per share, offered by this prospectus supplement andaccompanying base prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our commonstock, from time to time, up to an aggregate offering price of up to $3,950,000of shares of our common stock through or toWestPark, acting as sales agent or principal. Upon our delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sellshares of our common stock by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated underthe Securities Act of 1933, as amended (the “Securities Act”), including, without limitation,sales made directly on or through TheNasdaq Capital Market, or any other existing trading market in the United States for our common stock, sales made to or through amarket maker other than on an exchange or otherwise, directly to the Sales Agent as principal, in negotiated transactions at marketprices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted bylaw.The Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell onour behalf all of the shares of common stock requested to be sold by us. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. We will pay the Sales Agent a commission for its services in acting as agent in the sale of common stock equal to 3.0% of the grosssales price per share of all shares sold through the Sales Agent as agent under the Sales Agreement. See “Plan of Distribution” forinformation relating to certain expenses of the Sales Agent to be reimbursed by us. In connection with the sale of our common stock, the Sales Agent will be deemed to be an “underwriter” within the meaning of theSecurities Act and the compensation to the Sales Agent will be deemed to be underwriting commissions or discounts. We have alsoagreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities underthe Securities Act. Our common stock is listed and trades on The Nasdaq Capital Market under the symbol “BLIN.” The last sale price of shares ofour common stock on July 13, 2026 was $1.30per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates,or our public float, was approximately $11,898,478based on 8,748,881outstanding shares of common stock held by non-affiliatesand a per share price of $1.36, the closing price of our common stock on July 6, 2026, which is the highest closing sale price of ourcommon stock on The Nasdaq Capital Market within the prior 60 days. We have not sold any securities pursuant to GeneralInstruction I.B.6. of Form S-3 during the prior 12 calendar month period prior to and including the date of this prospectussupplement. Accordingly, as of the date of this prospectus supplement, we are eligible to offer and sell up to an aggregate of$3,966,159of our common stock pursuant to General Instruction I.B.6 of Form S-3. We are a smaller reporting company under Rule 405 of the Securities Act and, as such, have elected to comply with certain reducedpublic company reporting requirements for this prospectus, the documents incorporated by reference herein and future filings. Table of Contents Investing in our securities involves a high degree of risk. Before making any investment decision, you should carefullyreview and consider all the information in this prospectus supplement, the accompanying base prospectus and thedocuments incorporated by reference herein and therein, including the risks and uncertainties described under“RiskFactors”beginning on page S-7of this prospectus supplement and the risk factors incorporated by reference into thisprospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved thesecurities we may be offering or determined if this prospectus supplement or the accompanying base prospectus is accurateor complete. Any representation to the contrary is a criminal offense. WestPark Capital, Inc. The date of this prospectus supplement is July 14, 2026. Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS PROSPECTUS S