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What changed in Bridgeline Digital, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Bridgeline Digital, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+87 added−81 removedSource: 10-K (2025-12-19) vs 10-K (2024-12-26)

Top changes in Bridgeline Digital, Inc.'s 2025 10-K

87 paragraphs added · 81 removed · 72 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeIn addition to cash and equity compensation, we also offer employees benefits such as life and health (medical, dental & vision) insurance, paid time off, and a 401(k) plan.
Biggest changeIn addition to cash and equity compensation, we also offer employees benefits such as life and health (medical, dental & vision) insurance, paid time off, and a 401(k) plan. Competition The markets for our products and services, including eCommerce platform software, eMarketing software, software for web content management, web analytics software and services are highly competitive, fragmented, and rapidly changing.
Bridgeline offers Bridgeline Unbound as a Digital Experience Platform. ● Unbound is a Digital Experience Platform that includes Web Content Management, eCommerce, Digital Marketing, and Web Analytics. Unbound Content, Unbound Marketing, Unbound Commerce, and Unbound Insights empower marketers to easily manage their digital experiences and create personalized customer journeys.
Bridgeline offers Unbound as a Digital Experience Platform. ● Unbound is a Digital Experience Platform that includes Web Content Management, eCommerce, Digital Marketing, and Web Analytics. Unbound Content, Unbound Marketing, Unbound Commerce, and Unbound Insights empower marketers to easily manage their digital experiences and create personalized customer journeys.
Celebros Search is a semantic search and conversion technology that is available in seven languages. Celebros Search has plug-ins into the Bridgeline Unbound Commerce offering in addition to many other third-party Commerce platforms such as Adobe, Hybris and Shopify.
Celebros Search is a semantic search and conversion technology that is available in seven languages. Celebros Search has plug-ins into the Unbound Commerce offering, in addition to many other third-party Commerce platforms such as Adobe, Hybris and Shopify.
We also pursue strategic alliances and partnerships to enhance the sales and distribution opportunities of Bridgeline intellectual property. We currently have partner relationships with platforms such as Adobe, BigCommerce, Optimizely, Sitefinity, Shopify, and others.
We also pursue strategic alliances and partnerships to enhance the sales and distribution opportunities of Bridgeline intellectual property. We currently have partner relationships with platforms such as Adobe, BigCommerce, Optimizely, Sitefinity, Shopify, Unilog and others.
Digital engagement services address specific customer needs such as digital strategy, web design and web development, usability engineering, information architecture, and SEO for their mission critical website, intranet or online store.
Services address specific customer needs such as digital strategy, web design and web development, usability engineering, information architecture, and SEO for their mission critical website, intranet or online store.
These companies are generally categorized in the following vertical markets: ● Associations and Foundations ● Banks and Credit Unions ● eCommerce Retailers ● Franchises & Enterprises ● Health Services and Life Sciences ● Industrial Distribution and Wholesale ● Manufacturers ● Technology For the years ended September 30, 2024 and 2023, no customer exceeded 10% of the Company’s total revenues.
These companies are generally categorized in the following vertical markets: ● Associations and Foundations ● Banks and Credit Unions ● eCommerce Retailers ● Franchises & Enterprises ● Health Services and Life Sciences ● Industrial Distribution and Wholesale ● Manufacturers ● Technology For the years ended September 30, 2025 and 2024, no customer exceeded 10% of the Company’s total revenues.
Additionally, Bridgeline’s software is available via a perpetual licensing business model, in which the software can reside on premise at the customer’s facility, or manage-hosted by Bridgeline. Bridgeline Digital was incorporated under the laws of the State of Delaware on August 28, 2000. The Company’s corporate headquarters is located in Woburn, Massachusetts.
Additionally, Bridgeline’s software is available via a perpetual licensing business model, in which the software can reside on premises at the customer’s facility, or manage-hosted by Bridgeline. Bridgeline Digital was incorporated under the laws of the State of Delaware on August 28, 2000. The Company’s corporate headquarters is located in Woburn, Massachusetts.
HawkSearch has integrations and partner relationships with platforms such as Adobe, BigCommerce, Optimizely, Sitefinity, Shopify and others. ● Celebros Search is a commerce-oriented, site search product that provides for Natural Language Processing and incorporates artificial intelligence to present relevant search results based on long-tail keyword searches.
HawkSearch has integrations and partner relationships with platforms such as Adobe, BigCommerce, Optimizely, Sitefinity, Shopify, Unilog and others. ● Celebros Search is a commerce-oriented, site search product that provides Natural Language Processing and incorporates artificial intelligence to present relevant search results based on long-tail keyword searches.
Research and development expenses were approximately $4.2 million or 27% of revenues and $3.7 million or 23% of revenues during fiscal 2024 and 2023, respectively. 6 Table of Contents Employees Human Capital Bridgeline is dedicated to creating the best digital presence for our customers, and our employees are critical to achieving this mission.
Research and development expenses were approximately $4.0 million or 26% of revenues and $4.2 million or 27% of revenues during fiscal 2025 and 2024, respectively. 6 Table of Contents Employees Human Capital Bridgeline is dedicated to creating the best digital presence for our customers, and our employees are critical to achieving this mission.
As of September 30, 2024, we had approximately 51 full-time employees. Of our full-time employees, approximately 37 were in the United States and the remaining were based in our various international locations. None of our employees are represented by a labor union or covered by a collective bargaining agreement.
As of September 30, 2025, we had approximately 40 full-time employees. Of our full-time employees, approximately 30 were in the United States and the remaining were based in various international locations, primarily Canada. None of our employees are represented by a labor union or covered by a collective bargaining agreement.
Bridgeline's software is available via a perpetual licensing business model, in which the software can reside on premise at the customer’s facility, or manage-hosted by Bridgeline. This software is reported as Subscription and Perpetual Licenses in the accompanying consolidated financial statements.
Bridgeline's software is either manage hosted by Bridgeline, or available under a perpetual licensing business model, in which the software can reside on premises at the customer’s facility. This software is reported as Subscription in the accompanying consolidated financial statements.
The Company maintains regional field offices serving the following geographical locations: Woodbury, New York; Rosemont, Illinois; Atascadero, California; Ontario, Canada; and Brussels, Belgium. The Company has four wholly-owned subsidiaries: Bridgeline Digital Pvt.
The Company maintains regional field offices serving the following geographical locations: Garden City, NY; Rosemont, IL; Atascadero, CA; Ontario, Canada; and Brussels, Belgium. The Company has four wholly-owned subsidiaries: Bridgeline Digital Pvt.
TruPresence provides centralized and distributed management of content and products from parent sites down to multiple child sites for consistency in branding and messaging while also enabling regional/local site owners to manage the local messaging, products and promotions specific to their local market.
TruPresence provides centralized and distributed management of content and products from parent sites down to multiple child sites for consistency in branding and messaging while also enabling regional/local site owners to manage the local messaging, products and promotions specific to their local market. 5 Table of Contents Services Revenue from all services is reported as “ Services ” in the accompanying consolidated financial statements.
OrchestraCMS also has a rich set of APIs to enable development of custom solutions, third-party integrations and delivery of digital transformation initiatives on the Salesforce platform, helping customers drive deeper engagement and collaboration, increase efficiency and minimize risk. 5 Table of Contents Services Revenue from Digital Engagement Services Revenue from all digital engagement services is reported as “ Digital engagement services ” in the accompanying consolidated financial statements.
OrchestraCMS also has a rich set of APIs to enable development of custom solutions, third-party integrations and delivery of digital transformation initiatives on the Salesforce platform, helping customers drive deeper engagement and collaboration, increase efficiency and minimize risk.
With the introduction of new technologies and market entrants, we expect competition to persist and intensify in the future.
Barriers to entry in such markets remain relatively low. The markets are significantly affected by new product introductions and other market activities of industry participants. With the introduction of new technologies and market entrants, we expect competition to persist and intensify in the future.
Ltd., located in Bangalore, India; Bridgeline Digital Canada, Inc., located in Ontario, Canada; Hawk Search Inc. located in Rosemont, Illinois and Bridgeline Digital Belgium BV, located in Brussels, Belgium. Developments Bridgeline launched multiple new product enhancements this year, particularly in the area of Artificial Intelligence (“AI”) and Generative AI.
Ltd., located in Bangalore, India; Bridgeline Digital Canada, Inc., located in Ontario, Canada; Hawk Search Inc. located in Rosemont, Illinois and Bridgeline Digital Belgium BV, located in Brussels, Belgium. Developments HawkSearch was ranked #1 in the 2025 Gartner® Critical Capabilities Report for the B2B Search Use Case.
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The following are key capabilities of Bridgeline's software: Category Feature Capability Smart Search (Retrieval Augmentation) Concept Search NLP Multi-lingual Smart Search (Retrieval Augmentation) Visual Search Image upload via mobile devices Smart Search (Retrieval Augmentation) Image Search Search images with text Smart Response (Generative AI) Smart Summary Prompt driven analysis of results Smart Response (Generative AI) Conversational Search Thread maintained and prompt driven Smart Response (Generative AI) Smart Filters Automated facet selection Smart Tools AI Multiplier Machine learning based on site usage Smart Tools AI Content Assistant Extension to WYSIWYG editor Smart Tools AI Synonym Generator Extension of standard synonym option 4 Table of Contents Products and Services Products Subscription and Perpetual Licenses Bridgeline’s software is available through a cloud-based SaaS model.
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Bridgeline launched multiple new Artificial Intelligence (“AI”) product enhancements this year, including Agentic AI, Generative AI (“GenAI”), Retrieval Augmented Generation (“RAG”), Large Language Models (“LLMs”) and Small Language Models.
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Competition The markets for our products and services, including eCommerce platform software, eMarketing software, software for web content management, web analytics software and digital engagement services are highly competitive, fragmented, and rapidly changing. Barriers to entry in such markets remain relatively low. The markets are significantly affected by new product introductions and other market activities of industry participants.
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Bridgeline’s tailored approach to AI (versus a general non-configurable approach) allows the Company's customers to adjust the look and tuning of their website, and the assistance of AI Agents helps to reduce overhead costs by automating backend work and grow online revenue.
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Bridgeline also allows its customers to select their own AI foundation models, do fine tuning, and even use different models for different parts of their eCommerce site.
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Bridgeline has the following nine (9) AI-powered products in its Hawk AI suite: ● Smart Search – AI search using Large Language Models and Retrieval Augment Generation (“RAG”). o Concept Search – Empower shoppers to find products by describing their goals in any language. o Image Search – Empower shoppers to find products by describing what a product looks like. o Visual Search – Empower shoppers to find products using images from a camera. ● Smart Response – Generative AI to create an interactive shopping experience. o Smart Answer – Provide answers to questions asked by shoppers. o Smart Summary – Provide a concise summary of complex product information to shoppers. o Smart Facets – AI powered hierarchical categorization of products based on shopper search queries. ● Smart Agents – Agentic AI o Merchandising Assistant – Collaborative AI to help Bridgeline’s customers grow online revenue with AI Agents. o Search Assistant – AI agent to help shoppers automate purchases from HawkSearch powered websites. o Analytics Assistant – AI agents to generate reports for merchandisers to tune their HawkSearch implementation. 4 Table of Contents Products and Services Subscription Bridgeline’s software is available through a cloud-based SaaS model.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe incurred net loss of approximately $(2.0) million for the year ended September 30, 2024. Since our inception in 2000 and through fiscal 2019, in fiscal 2021, fiscal 2023 and fiscal 2024, we have incurred net losses, and may do so again. As of September 30, 2024, we had an accumulated deficit of approximately $ 92 million.
Biggest changeWe incurred a net loss of approximately $(2.5) million for the year ended September 30, 2025. Since our inception in 2000 and through fiscal 2019, in fiscal 2021, and from fiscal 2023 through 2025, we have incurred net losses, and may do so again. As of September 30, 2025, we had an accumulated deficit of approximately $ (94) million.
Further, we have not had any cybersecurity incidents in 2024, and through the date of filing of this Form 10-K. While prior incidents have not had a material impact on us, future incidents could have a material adverse effect on our business, results of operations and cash flows.
Further, we have not had any cybersecurity incidents in 2025, and through the date of filing of this Form 10-K. While prior incidents have not had a material impact on us, future incidents could have a material adverse effect on our business, results of operations and cash flows.
The average shares traded per day in fiscal 2024 was approximately 41,000 shares p er day compared to approximately 56,000 for fiscal 2023, and 286,000 for fiscal 2022.
The average shares traded per day in fiscal 2025 was approximately 99,000 shares p er day compared to approximately 41,000 for fiscal 2024, and 56,000 for fiscal 2023.
During fiscal 2024, the closing price of our common stock as reported by the Nasdaq Capital Market fluctuated between $0.70 and $1.42. We are required to meet certain financial criteria in order to maintain our listing on the Nasdaq Capital Market.
During fiscal 2025, the closing price of our common stock as reported by the Nasdaq Capital Market fluctuated between $1.05 and $2.80. We are required to meet certain financial criteria in order to maintain our listing on the Nasdaq Capital Market.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table lists our office locations, all of which are leased: Geographic Location Address Description Woburn, Massachusetts 100 Sylvan Rd, Suite G-700 Woburn, MA 01801 Professional office space Woodbury, New York 150 Woodbury Road Woodbury, NY 11797 Professional office space Rosemont, Illinois 5600 North River Rd, Suite 100 Rosemont, IL 60018 Professional office space Atascadero, California 6225 Atascadero Ave Atascadero, CA 93422 Professional office space Ontario, Canada Perth Mews RO Perth, ON K7H 3A0, Canada PO Box Brussels, Belgium Cours Saint Michel 30B 1040 Etterbeek, Brussels, Belgium Professional office space We believe that our existing office space is adequate to meet current requirements, and that suitable additional or substitute space will be available as needed to accommodate our operations.
Biggest changeThe following table lists our office locations, all of which are leased: Geographic Location Address Description Woburn, Massachusetts 100 Sylvan Rd, Suite G-700, Woburn, MA 01801 Professional office space Garden City, New York 229 7th Street, Suite 306, Garden City, NY 11530 Professional office space Rosemont, Illinois 5600 North River Rd, Suite 100, Rosemont, IL 60018 Professional office space Atascadero, California 6225 Atascadero Ave, Atascadero, CA 93422 Professional office space Ontario, Canada Perth Mews RO, Perth, ON K7H 3A0, Canada PO Box Brussels, Belgium Cours Saint Michel 30B, 1040 Etterbeek, Brussels, Belgium Professional office space We believe that our existing office space is adequate to meet current requirements, and that suitable additional or substitute space will be available as needed to accommodate our operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecent Sales of Unregistered Securities; Use of Proceeds From Registered Securities There were no sales of unregistered or registered equity securities during the fiscal year ended September 30, 2024. Item 6. [Reserved]. Not applicable.
Biggest changeRecent Sales of Unregistered Securities; Use of Proceeds From Registered Securities There were approximately $0.7 million in sales of unregistered equity securities during the fiscal year ended September 30, 2025.
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is currently traded on the Nasdaq Capital Market under the trading symbol “BLIN”. Number of Stockholders As of December 15, 2024, we had approximately 60 stockholders of record.
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is currently traded on the Nasdaq Capital Market under the trading symbol “BLIN”. Number of Stockholders As of December 18, 2025, we had approximately 60 stockholders of record.
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On March 25, 2025, the Company separately entered into a form 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 $720 thousand before deducting related offering expenses.
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Proceeds after deducting offering expenses was $700 thousand. The private placement closed on March 26, 2025. The offer and sale of the securities were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Item 6. [Reserved].

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(in thousands) Year Ended September 30, $ % 2024 % 2023 % Change Change Net Revenue Subscription and perpetual licenses $ 12,134 79 % $ 12,742 80 % $ (608 ) (5 )% Digital engagement services 3,224 21 % 3,143 20 % 81 3 % Total net revenue 15,358 15,885 (527 ) (3 )% Cost of revenue Subscription and perpetual licenses 3,392 28 % 3,364 26 % 28 1 % Digital engagement services 1,532 48 % 1,650 52 % (118 ) (7 )% Total cost of revenue 4,924 32 % 5,014 32 % (90 ) (2 )% Gross profit 10,434 68 % 10,871 68 % (437 ) (4 )% Operating expenses Sales and marketing 3,715 24 % 4,757 30 % (1,042 ) (22 )% General and administrative 3,282 21 % 3,173 20 % 109 3 % Research and development 4,160 27 % 3,679 23 % 481 13 % Depreciation and amortization 1,086 7 % 1,528 10 % (442 ) (29 )% Goodwill impairment - 0 % 7,517 47 % (7,517 ) (100 )% Restructuring and acquisition related expenses 210 1 % 132 1 % 78 59 % Total operating expenses 12,453 20,786 (8,333 ) (40 )% Loss from operations (2,019 ) (9,915 ) 7,896 (80 )% Interest expense and other, net (61 ) (189 ) 128 (68 )% Change in fair value of warrant liabilities 76 575 (499 ) (87 )% Loss before income taxes (2,004 ) (9,529 ) 7,525 (79 )% Provision for benefit from income taxes (43 ) (94 ) 51 (54 )% Net loss $ (1,961 ) $ (9,435 ) $ 7,474 (79 )% Non-GAAP Measure: Adjusted EBITDA $ (192 ) $ (309 ) $ 117 (38 )% 16 Table of Contents Revenue Our revenue is derived from two sources: (i) Subscription and Perpetual licenses and (ii) Digital Engagement Services.
Biggest change(in thousands) Year Ended September 30, $ % 2025 % 2024 % Change Change Net Revenue Subscription $ 12,355 80 % $ 12,134 79 % $ 221 2 % Services 3,028 20 % 3,224 21 % (196 ) (6 )% Total net revenue 15,383 15,358 25 0 % Cost of revenue Subscription 3,654 30 % 3,392 28 % 262 8 % Services 1,488 49 % 1,532 48 % (44 ) (3 )% Total cost of revenue 5,142 33 % 4,924 32 % 218 4 % Gross profit 10,241 67 % 10,434 68 % (193 ) (2 )% Operating expenses Sales and marketing 4,474 29 % 3,715 24 % 759 20 % General and administrative 3,149 20 % 3,282 21 % (133 ) (4 )% Research and development 4,024 26 % 4,160 27 % (136 ) (3 )% Depreciation and amortization 779 5 % 1,086 7 % (307 ) (28 )% Restructuring and acquisition related expenses 242 2 % 210 1 % 32 15 % Total operating expenses 12,668 12,453 215 2 % Loss from operations (2,427 ) (2,019 ) (408 ) 20 % Interest expense and other, net (126 ) (61 ) (65 ) 107 % Change in fair value of warrant liabilities (4 ) 76 (80 ) (105 )% Loss before income taxes (2,557 ) (2,004 ) (553 ) 28 % Provision for benefit from income taxes (39 ) (43 ) 4 (9 )% Net loss $ (2,518 ) $ (1,961 ) $ (557 ) 28 % Redemption of Series C Convertible Preferred Stock (331 ) - (331 ) (100 )% Net loss attributable to common shareholders $ (2,849 ) $ (1,961 ) $ (888 ) 45 % Non-GAAP Measure: Adjusted EBITDA $ (931 ) $ (192 ) $ (739 ) 385 % 16 Table of Contents Revenue Our revenue is derived from two sources: (i) Subscription and (ii) Services.
Overview 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.
Overview We are 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.
Our product offerings include: ● HawkSearch: a site search, recommendation, and personalization software application, built for marketers to enhance, normalize, and enrich an online customer's content search and product discovery experience. ● Celebros Search: a commerce-oriented site search product that provides Natural Language Processing with artificial intelligence to present relevant search results based on long-tail keyword searches. ● Woorank: a Search Engine Optimization (“SEO”) audit tool that generates an instant performance audit of the site’s technical, on-page, and off-page SEO. ● Unbound: a Digital Experience Platform that includes Web Content Management, eCommerce, Digital Marketing, and Web Analytics. ● TruPresence: a web content management and eCommerce platform that supports the needs of multi-unit organizations and franchises. ● OrchestraCMS: the only content and digital experience platform built 100% native on Salesforce and helps customers create websites and intranets for their customers, partners, and employees. 14 Table of Contents Sales and Marketing We employ a direct sales force, which focuses its efforts on selling to mid-sized and large companies.
The product offerings include: ● HawkSearch: a site search, recommendation, and personalization software application, built for marketers to enhance, normalize, and enrich an online customer's content search and product discovery experience. ● Celebros Search: a commerce-oriented site search product that provides Natural Language Processing with artificial intelligence to present relevant search results based on long-tail keyword searches. ● Woorank: a Search Engine Optimization (“SEO”) audit tool that generates an instant performance audit of the site’s technical, on-page, and off-page SEO. ● Unbound: a Digital Experience Platform that includes Web Content Management, eCommerce, Digital Marketing, and Web Analytics. ● TruPresence: a web content management and eCommerce platform that supports the needs of multi-unit organizations and franchises. ● OrchestraCMS: the only content and digital experience platform built 100% native on Salesforce and helps customers create websites and intranets for their customers, partners, and employees. 14 Table of Contents Sales and Marketing We employ a direct sales force, which focuses its efforts on selling to mid-sized and large companies.
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. 19 Table of Contents Critical Accounting Policies and Estimates These critical accounting policies and estimates by our management should be read in conjunction with Note 2, Summary of Significant Accounting Policies to the Consolidated Financial Statements that were prepared in accordance with U.S.
Debt payments on our various debt obligations total $0.3 million, of which $0.2 million is expected to be paid in the next twelve months. 19 Table of Contents Critical Accounting Policies and Estimates These critical accounting policies and estimates by our management should be read in conjunction with Note 2, Summary of Significant Accounting Policies to the Consolidated Financial Statements that were prepared in accordance with U.S.
Our subscription service arrangements are non-cancelable and do not contain refund-type provisions. Revenue is reported net of applicable sales and use tax. We recognize revenue from contracts with customers using a five-step model, as described below: 1.
Our subscription arrangements are non-cancelable and do not contain refund-type provisions. Revenue is reported net of applicable sales and use tax. We recognize revenue from contracts with customers using a five-step model, as described below: 1.
The first partner category includes platforms such as Adobe, BigCommerce, Optimizely, Sitefinity, Shopify and others. Our software often embeds directly into these platforms through connectors and SDK solutions that we develop in concert with each platform.
The first partner category includes platforms such as Adobe, BigCommerce, Optimizely, Sitefinity, Shopify, Unilog and others. Our software often embeds directly into these platforms through connectors and SDK solutions that we develop in concert with each platform.
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.
Payment terms may vary by customer but generally do not exceed 45 days from invoice date. Invoicing for 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.
Because of the limitations that Adjusted EBITDA has as an analytical tool, investors should not consider it in isolation, or as a substitute for analysis of our operating results as reported under U.S. GAAP. 18 Table of Contents The following table reconciles net income (loss) (which is the most directly comparable U.S.
Because of the limitations that Adjusted EBITDA has as an analytical tool, investors should not consider it in isolation, or as a substitute for analysis of our operating results as reported under U.S. GAAP. The following table reconciles net income (loss) (which is the most directly comparable U.S.
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.
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 services agreements with customers do not provide for any refunds for services or products and therefore no specific reserve for such is maintained.
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 premise at the customer’s facility, or manage-hosted by Bridgeline via a cloud-based, dedicated hosted services model.
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 premises at the customer’s facility, or manage-hosted by Bridgeline via a cloud-based, dedicated hosted services model.
We re-measure this liability each reporting period and recognizes changes in the fair value through income (loss) before income taxes within the consolidated statements of operations. 21 Table of Contents Accounting for Common Stock Purchase Warrants We evaluate common stock warrants as they are issued to determine whether they should be classified as an equity instrument or a liability.
We re-measure this liability each reporting period and recognizes changes in the fair value through income (loss) before income taxes within the consolidated statements of operations. Accounting for Common Stock Purchase Warrants We evaluate common stock warrants as they are issued to determine whether they should be classified as an equity instrument or a liability.
Revenue Recognition Overview We derive our revenue from two sources: (i) Subscription and Perpetual Licenses, which are comprised of software subscription fees (“SaaS”), perpetual software licenses, and maintenance for post-customer support (“PCS”) on perpetual 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.
Revenue Recognition Overview We derive our revenue from two sources: (i) Subscription, which are comprised of software subscription fees (“SaaS”), hosting and related services, maintenance for post-customer support (“PCS”) on perpetual licenses, and perpetual software licenses, and (ii) Services, which are professional services to implement our products such as web development, digital strategy, information architecture and usability engineering search.
Provision for Income Taxes The provision for (benefit from) income taxes was $(43) thousand for fiscal 2024 and $(94) thousand for fiscal 2023. 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.
Provision for Income Taxes The provision for (benefit from) income taxes was $ (39)thousand for fiscal 2025 and $(43) thousand for fiscal 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 complete description of the types of securities that we 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 our securities pursuant to the Shelf Registration Statement.
A complete description of the types of securities that the 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 the Company’s securities pursuant to the Shelf Registration Statement.
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, amortization of intangible assets, and goodwill impairment, and changes to accounts receivable, accounts payable and accrued liabilities, as well as deferred revenue.
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 changes to accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities, as well as deferred revenue.
There can be no assurances that we will offer any securities for sale or that if we do offer any securities that we will be successful in selling any portion of the securities offered on a timely basis if at all, or on terms acceptable to us.
There can be no assurances that the Company will offer any securities for sale or that if the Company does offer any securities that it will be successful in selling any portion of the securities offered on a timely basis if at all, or on terms acceptable to us.
The remaining federal NOL carryforward of $7.7 million is indefinite. Net operating losses incurred 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.
The remaining federal NOL carryforward of $8.4 million is indefinite. Net operating losses for 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.
We also consider, each quarter, whether there have been any significant changes in facts and circumstances that would affect our forfeiture rate. Although we estimate forfeitures based on historical experience, actual forfeitures in the future may differ.
Estimated forfeiture rates are updated for actual forfeitures quarterly. We also consider, each quarter, whether there have been any significant changes in facts and circumstances that would affect our forfeiture rate. Although we estimate forfeitures based on historical experience, actual forfeitures in the future may differ.
Basic and diluted net loss per share attributable to common stockholders for fiscal 2024 was $ (0.19) compared with the equivalent basic and diluted net loss per share attributable to common stockholders of $ (0.91) for fiscal 2023 .
Basic and diluted net loss per share attributable to common stockholders for fiscal 2025 was $ (0.25) compared with the equivalent basic and diluted net loss per share attributable to common stockholders of $ (0.19) for fiscal 2024 .
However, if performed, Section 382 may be found to limit potential future utilization of our NOL carryforwards. The Company also has approximately $50.2 million in state NOLs which expire on various dates through 2044.
However, if performed, Section 382 may be found to limit potential future utilization of our NOL carryforwards. The Company also has approximately $51.5 million in state NOLs which expire on various dates through 2045.
As of September 30, 2024 and 2023, the Company had a valuation allowance on its net deferred tax assets of $11.3 million and $10.8 million, respectively. 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.
As of September 30, 2025 and 2024, the Company had a valuation allowance on its net deferred tax assets of $11.7 million and $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.
Interest expense and other, net Interest expense and other, net, was $(0.1) million of income in fiscal 2024, which primarily consisted of non-recurring non-operating costs, compared to $(0.2) million of income in fiscal 2023, which primarily consisted of non-recurring operating costs.
Interest expense and other, net Interest expense and other, net, was $(0.1) million of income in fiscal 2025 and 2024, which primarily consisted of non-recurring, non-operating costs.
Investing Activities Cash used in investing activities was $(29) thousand during fiscal 2024 compared to cash used in investing activities of $(25) thousand during fiscal 2023. Cash used in investing activities during fiscal 2024 and 2023 was related primarily to purchases of property and equipment.
Investing Activities Cash used in investing activities was $(18) thousand during fiscal 2025 compared to $(29) thousand during fiscal 2024. Cash used in investing activities during fiscal 2025 and 2024was related primarily to purchases of property and equipment.
The loss from operations for fiscal 2024 was $(2.0) million, compared with a loss from operations of $(9.9) million for fiscal 2023.
The loss from operations for fiscal 2025 was $(2.4) million, compared with a loss from operations of $(2.0) million for fiscal 2024.
Change in fair value of warrant liabilities The Company recognized 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.
Change in fair value of warrant liabilities 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.
Warrant liabilities are valued using a Monte Carlo option-pricing model, which takes into consideration the volatilities of comparable public companies, due to the relatively low trading volume of our common stock. The Monte Carlo option-pricing model uses certain assumptions, including expected life and annual volatility.
Warrant liabilities are valued using a Monte Carlo option-pricing model, which takes into consideration the volatilities of comparable public companies, due to the relatively low trading volume of our common stock.
Such securities offerings may be made pursuant to our currently effective registration statement on Form S-3 (File No. 333-262764), which was initially filed with the Securities and Exchange Commission on February 16, 2022 and declared effective on March 4, 2022 (the “Shelf Registration Statement”).
Such securities offerings may be made pursuant to the Company’s currently effective registration statement on Form S-3 (File No. 333-285176), which was initially filed with the Securities and Exchange Commission on February 24, 2025 and declared effective on February 27, 2025 (the “Shelf Registration Statement”).
We had a net loss for fiscal 2024 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 20 23.
We had a net loss for fiscal 2025 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, in fiscal 2024 .
Operating Expenses Sales and Marketing Expenses Sales and marketing expenses of $3.7 million in fiscal 2024 decreased $(1.0) million, or (22)%, from $4.8 million in fiscal 2023. Sales and marketing expense as a percentage of total revenue decreased to 24% in fiscal 2024 compared to 30% in fiscal 2023.
Operating Expenses Sales and Marketing Expenses Sales and marketing expenses of $4.5 million in fiscal 2025 increased $0.8 million, or 20%, from $3.7 million in fiscal 2024. Sales and marketing expense as a percentage of total revenue increased to 29% in fiscal 2025 compared to 24% in fiscal 2024.
The increase in cost of subscription and perpetual licenses in fiscal 2024 compared to fiscal 2023 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 increase in cost of subscription revenue in fiscal 2025 compared to fiscal 2024 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 revenue as a percentage of subscription revenue increased to 30% in fiscal 2025 from 28% in fiscal 2024.
The decrease compared to the prior period is primarily attributable to lower personnel costs and lower marketing spend on leads and conferences. General and Administrative Expenses General and administrative expenses of $3.3 million in fiscal 2024 increased $0.1 million, or 3%, from $3.2 million in fiscal 2023.
The increase compared to the prior period is primarily attributable to higher marketing spend on leads and conferences, partially offset by lower personnel costs. General and Administrative Expenses General and administrative expenses of $3.1 million in fiscal 2025 decreased $(0.1) million, or (4)%, from $3.3 million in fiscal 2024.
For the years ended September 30, 2024 and 2023, no customers exceeded 10% of our total revenue. 15 Table of Contents Summary of Results of Operations Total revenue for the 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”).
For the years ended September 30, 2025 and 2024, no customers exceeded 10% of our total revenue. 15 Table of Contents Summary of Results of Operations 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”).
General and administrative expense as a percentage of revenue was 21% in fiscal 2024 compared to 20% in fiscal 2023. These increases compared to the prior period are primarily attributable to higher personnel costs. Research and Development Research and development expense of $4.2 million in fiscal 2024 increased $0.5 million, or 13%, from $3.7 million in fiscal 2023.
General and administrative expense as a percentage of revenue was 20% in fiscal 2025 compared to 21% in fiscal 2024. The decrease compared to the prior period is primarily attributable to lower personnel costs. Research and Development Research and development expense of $4.0 million in fiscal 2025 decreased $(0.1) million, or (3)%, from $4.2 million in fiscal 2024.
GAAP operating performance measure) to Adjusted EBITDA: Year Ended September 30, 2024 2023 Net loss $ (1,961 ) $ (9,435 ) Provision for (benefit from) income tax (43 ) (94 ) Interest expense and other, net 61 189 Change in fair value of warrants (76 ) (575 ) Amortization of intangible assets 982 1,378 Depreciation and other amortization 130 177 Goodwill impairment - 7,517 Restructuring and acquisition related charges 210 132 Stock-based compensation 505 402 Adjusted EBITDA $ (192 ) $ (309 ) Liquidity and Capital Resources Cash Flows Operating Activities Cash used in operating activities was $(0.8) million during fiscal 2024 compared to cash provided by operating activities of $0.3 million during fiscal 2023.
GAAP operating performance measure) to Adjusted EBITDA: Year Ended September 30, 2025 2024 Net loss $ (2,518 ) $ (1,961 ) Provision for (benefit from) income tax (39 ) (43 ) Interest expense and other, net 4 61 Change in fair value of warrants 4 (76 ) Amortization of intangible assets 732 982 Depreciation and other amortization 62 130 Restructuring and acquisition related charges 242 210 Stock-based compensation 582 505 Adjusted EBITDA $ (931 ) $ (192 ) 18 Table of Contents Liquidity and Capital Resources Cash Flows Operating Activities Cash used in operating activities was $(1.1) million during fiscal 2025 compared to $(0.8) million during fiscal 2024.
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 services revenue is comprised of implementation and retainer-related services. Total revenue from digital engagement services of $3.2 million in fiscal 2024 increased 3% from $3.1 million in fiscal 2023.
Subscription Subscription revenue of $12.4 million in fiscal 2025 increased $0.2 million, or 2%, from $12.1 million in fiscal 2024. Subscription revenue as a percentage of total revenue increased to 80% in fiscal 2025 from 79% in fiscal 2024. Services Services revenue is comprised of implementation and retainer-related services.
Share-based payments (to the extent they are compensatory) are recognized in our consolidated statements of operations based on their fair values. We recognize stock-based compensation expense for share-based payments issued that are expected to vest on a straight-line basis over the service period of the award, which is generally three years.
We recognize stock-based compensation expense for share-based payments issued that are expected to vest on a straight-line basis over the service period of the award, which is generally three years. In determining whether an award is expected to vest, we use an estimated, forward-looking forfeiture rate based upon our historical forfeiture rate and reduce the expense over the recognition period.
Depreciation and amortization as a percentage of total revenue decreased to 7% in fiscal 2024 compared to 10% for fiscal 2023 . The decrease was due to intangible assets that became fully amortized. Goodwill Impairment During the year ended September 30, 2023, the Company recognized a goodwill impairment charge of $7.5 million.
Depreciation and Amortization Depreciation and amortization expense of $0.8 million in fiscal 2025 decreased by $(0.3) million, or (28)%, from $1.1 million in fiscal 2024. Depreciation and amortization as a percentage of total revenue decreased to 5% in fiscal 2025 compared to 7% for fiscal 2024 . The decrease was due to intangible assets that became fully amortized.
Further, our ability to offer or sell such securities may be limited by rules of the Nasdaq Capital Market. Off-Balance Sheet Arrangements At this time, we do not have any off-balance sheet arrangements, financings or other relationships with unconsolidated entities or other persons, other than our operating leases. Contractual Obligations We lease all of our office space locations.
Proceeds after deducting offering expenses was $700 thousand. Off-Balance Sheet Arrangements At this time, we do not have any off-balance sheet arrangements, financings or other relationships with unconsolidated entities or other persons, other than our operating leases. Contractual Obligations We lease all our office space locations.
Digital engagement services revenue as a percentage of total revenue increased to 21% in fiscal 2024 from 20% in fiscal 2023. Cost of Revenue Total cost of revenue for fiscal 2024 of $4.9 million decreased $(0.1) million, or (2)% compared to the prior period.
Cost of Revenue Total cost of revenue for fiscal 2025 of $5.1 million increased $0.2 million, or 4% compared to the prior period. Cost of Subscription Revenue Cost of subscription revenue of $3.7 million in fiscal 2025 increased $0.3 million, or 8%, from $3.4 million in fiscal 2024.
The cost of subscription and perpetual licenses as a percentage of subscription and perpetual license revenue increased to 28% in fiscal 2024 from 26% in fiscal 2023. This increase is primarily due to the overall decrease in subscription and perpetual license revenue.
Cost of Services Revenue Cost of services revenue of $1.5 million in fiscal 2025 and 2024 remained consistent. The cost of total services revenue as a percentage of total services revenue increased slightly to 49% in fiscal 2025 from 48% in fiscal 2024. This increase is primarily due to the overall increase in personnel costs relative to total subscription revenue.
These decreases are primarily due to the overall decrease in personnel costs. Gross Profit Gross profit of $10.4 million decreased $(0.4) million, or (4)%, in fiscal 2024 compared to $10.9 million for fiscal 2023. The gross profit margin remained consistent at 68% for fiscal 2024 and 2023.
Gross Profit Gross profit of $10.2 million decreased $(0.2) million, or (2)%, in fiscal 2025 compared to $10.4 million for fiscal 2024. The gross profit margin was 67% and 68% for fiscal 2025 and 2024, respectively.
Research and development expense as a percentage of total revenue increased to 27% in fiscal 2024 compared to 23% for fiscal 2023.
Research and development expense as a percentage of total revenue decreased to 26% in fiscal 2025 compared to 27% for fiscal 2024. These decreases compared to the prior period are primarily attributable to lower personnel costs.
Accounting for Stock-Based Compensation At September 30, 2024, we maintained two stock-based compensation plans, one of which has expired but still contains vested stock options. The two plans are more fully described in Note 12 – Stockholders’ Equity of these consolidated financial statements. We account for stock-based compensation awards in accordance with ASC 718, Compensation-Stock Compensation .
The two plans are more fully described in Note 12 – Stockholders’ Equity of these consolidated financial statements. We account for stock-based compensation awards in accordance with ASC 718, Compensation-Stock Compensation . Share-based payments (to the extent they are compensatory) are recognized in our consolidated statements of operations based on their fair values.
We may offer and sell, from time to time, in one or more offerings, up to $50 million of our debt or equity securities, or any combination thereof.
The Company believes that future revenues and cash flows will supplement its working capital and it has an appropriate cost structure to support future revenue growth. The Company may offer and sell, from time to time, in one or more offerings, up to $50 million of its debt or equity securities, or any combination thereof.
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.
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. Acquisitions We continue to evaluate expanding the distribution of our suite of products and interactive development capabilities through acquisitions. We may make additional acquisitions in the foreseeable future.
Cost of Digital Engagement Services Cost of digital engagement services of $1.5 million in fiscal 2024 decreased (7)%, from $1.7 million in fiscal 2023. The cost of total digital engagement services as a percentage of total digital engagement services revenue decreased to 48% in fiscal 2024 from 52% in fiscal 2023.
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.
Capital Resources and Liquidity Outlook We have historically incurred operating losses and used cash on hand and from financing activities to fund operations as well as develop new products. We believe that future revenues and cash flows will supplement our working capital and that we have an appropriate cost structure to support future revenue growth.
Capital Resources and Liquidity Outlook The Company has historically incurred operating losses and used cash on hand and from financing activities to fund operations as well as develop new products. The Company is continuing to maintain tight control over discretionary spending for the 2026 fiscal year.
Financing Activities Cash used in financing activities was $(0.2) million during fiscal 2024 compared with $(0.6) million during fiscal 2023. Cash used in financing activities during both fiscal 2024 and fiscal 2023 was primarily related to payments of long-term debt, and in fiscal 2023, deferred purchase price and contingent consideration payments related to acquisitions completed during fiscal 2021.
Financing Activities Cash provided by financing activities was $1.4 million during fiscal 2025 compared with cash used in financing activities of $(0.2) million during fiscal 2024.
During the year ended September 30, 2024, there were no goodwill impairment charges recognized. Restructuring and Acquisition Related Expenses Restructuring and acquisition related expenses was $0.2 million in fiscal 2024. During fiscal 2024, expenses incurred were related to severance and merger and acquisition costs, and during fiscal 2023, expenses incurred were related to further acquisition integrations.
During fiscal 2025 and 2024, expenses incurred were related to severance and merger and acquisition costs. 17 Table of Contents Loss from Operations The loss from operations was $(2.4) million for fiscal 2025 compared to a loss from operations of $(2.0) million for fiscal 2024, an increase of $0.4 million or 20%.
Removed
During the year ended September 30, 2023, we recognized a goodwill impairment charge of $7.5 million. Acquisitions We continue to evaluate expanding the distribution of our suite of products and interactive development capabilities through acquisitions. We may make additional acquisitions in the foreseeable future.
Added
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.
Removed
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.
Added
Restructuring and Acquisition Related Expenses Restructuring and acquisition related expenses of $0.2 million in fiscal 2025 remained consistent with 2024.
Removed
Cost of Subscription and Perpetual License Cost of subscription and perpetual licenses of $3.4 million in fiscal 2024 increased slightly from fiscal 2023.
Added
Cash provided by financing activities during fiscal 2025 was primarily related to proceeds 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 2024, payments of long-term debt was primarily used in financing activities.
Removed
These increases compared to the prior period are primarily attributable to higher personnel costs. 17 Table of Contents Depreciation and Amortization Depreciation and amortization expense of $1.1 million in fiscal 2024 decreased by $(0.4) million, or (29)%, from $1.5 million in fiscal 2023.
Added
Further, our ability to offer or sell such securities may be limited by rules of the NASDAQ Capital Market.
Removed
Loss from Operations The loss from operations was $(2.0) million for fiscal 2024 compared to a loss from operations of $(9.9) million for fiscal 2023, a decrease of $(7.9) million or (80)%. The decrease is primarily due to the goodwill impairment in fiscal 2023.
Added
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).
Removed
The gross obligations for operating leases and subleases is $0.2 million of which $0.2 million is expected to be paid in the next twelve months.
Added
Proceeds after deducting offering expenses was $1.3 million.
Removed
In determining whether an award is expected to vest, we use an estimated, forward-looking forfeiture rate based upon our historical forfeiture rate and reduce the expense over the recognition period. Estimated forfeiture rates are updated for actual forfeitures quarterly.
Added
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.
Added
The gross obligations for operating leases and subleases are $0.1 million, with obligations extending through January 2028 .
Added
The Monte Carlo option-pricing model uses certain assumptions, including expected life and annual volatility. 21 Table of Contents Accounting for Stock-Based Compensation At September 30, 2025, we maintained two stock-based compensation plans, one of which has expired but still contains vested stock options.

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