Material Agreement (Form 8-K)

Item 1.01. Entry into Material Definitive Agreement.

On July 14, 2026, Bridgeline Digital. Inc. (the "Company") entered into a Common Stock Sales Agreement (the "Sales Agreement") with WestPark Capital, Inc., as sales agent ("WestPark"), pursuant to which the Company may offer and sell, from time to time through WestPark, shares (the "Placement Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), subject to the terms and conditions of the Sales Agreement. The Company has filed a prospectus supplement to its registration statement on Form S-3 (File No. 333-285176) offering the Placement Shares.

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 (the "Securities Act"), including sales made directly on or through The Nasdaq Capital Market or any other existing trading market for the Company's Common Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law. The Company may instruct WestPark not to sell the Placement Shares if the sales cannot be effected at or above the price designated by the Company from time to time.

The Company is not obligated to make any sales of the Placement Shares under the Sales Agreement. WestPark is not obligated to purchase any Placement Shares on a principal basis pursuant to the Sales Agreement, except as otherwise specifically agreed by WestPark and the Company in a separate 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. The offering pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all of the Placement Shares subject to the Sales Agreement and (ii) termination of the Sales Agreement as permitted therein. Either party may terminate the Sales Agreement in its sole discretion at any time upon written notice to the other party.

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. The Company also has agreed to reimburse WestPark for its reasonable out-of-pocket expenses (including but not limited to the reasonable and documented fees and expenses of its legal counsel) in an amount not to exceed $50,000 and quarterly disbursements of counsel to WestPark for ongoing diligence procedures in an amount not to exceed $3,500 per calendar quarter.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The opinion of Ruskin Moscou Faltischek, P.C., the Company's counsel, regarding the legality of the Placement Shares that may be issued pursuant to the Sales Agreement is also filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Placement Shares discussed herein, nor shall there be any offer, solicitation, or sale of the Placement Shares in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.