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Note 10 - Shareholders' Equity
 6 Months Ended
Mar. 31, 2016
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]
10.   Shareholders’ Equity
 
Preferred
Stock
 
On October 27, 2014, the Company sold 200,000 shares of Series A convertible preferred stock (the “Preferred Stock”) at a purchase price of $10.00 per share for gross proceeds of $2.0 million in a private placement. Net proceeds to the Company after offering expenses were approximately $1.8 million. The shares of Preferred Stock may be converted, at the option of the holder at any time, into such number of shares of common stock (“Conversion Shares”) equal (i) to the number of shares of Preferred Stock to be converted, multiplies by the stated value of $10.00 (the “Stated Value”) and (ii) divided by the conversion price in effect at the time of conversion. The initial conversion price is $3.25, and is subject to adjustment in the event of stock splits or stock dividends. Any accrued but unpaid dividends on the shares of Preferred Stock to be converted shall also be converted in common stock at the conversion price. A mandatory provision also may provide that the Company will have the right to require the holders to convert shares of Preferred Stock into Conversion Shares if (i) the Company’s common stock has closed at or above $6.50 per share for ten consecutive trading days and (ii) the Conversion Shares are (A) registered for resale on an effective registration statement or (B) may be resold pursuant to Rule 144.
 
 
 
In the event of any liquidation, dissolution, or winding up of the Company, the holders of shares of Preferred Stock will be entitled to receive in preference to the holders of common stock, the amount equal to the stated value per share of Series A Preferred Stock plus declared and unpaid dividends, if any. After such payment has been made, the remaining assets of the Company will be distributed ratably to the holders of common stock
.
 
Cumulative dividends are payable at a rate of 6% per year. If the Company does not pay the dividends in cash, then the Company may pay dividends in any quarter by delivery of additional shares of Preferred Stock (“PIK Election”).
If the Company shall make the PIK Election with respect to the dividend payable, it shall deliver a number of shares of Preferred Stock equal to (A) the aggregate dividend payable to such holder as of the end of the quarter
divided by
(B) the lesser of (x) the then effective Conversion Price or (y) the average VWAP for the five (5) consecutive Trading Days prior to such dividend payment date. If, after two years, any Preferred Stock are outstanding the cash dividend rate will increase to 12.0% per year. The Company shall have the right to force conversion of the Preferred Stock into shares of Common Stock at any time after the Common Stock trades in excess of $1.30 per share. The Preferred Shares shall vote with the Common on an as converted basis.
 
As of March 31, 2016, the Company has issued 14,614 preferred convertible shares (PIK shares) to the preferred shareholders of which 3,221 were issued in January 2016 and 3,171 were issued in October 2015. The Company elected to declare a PIK dividend for the next quarterly payment due April 1, 2016. The total PIK dividend declared for April 1, 2016 is 3,198 preferred stock shares.
 
Common Stock
 
In October 2015, the Company sold 680,000 shares of common stock at $1
.00 per share for gross proceeds of $680 in a private placement. Net proceeds to the Company after offering expenses were approximately $669. There are no plans to register the common stock issued in this offering, however in the event the Company does register other common stock, the Company agreed to provide piggyback registration rights with respect to the shares of common stock sold in the offering and underlying the warrants.
 
Contingent Consideration
 
In connection with the acquisition of ElementsLocal on August 1, 2013, the Company issued 105,288 common shares to the sellers of ElementsLocal. In addition, contingent consideration not to exceed 48,878 shares of Bridgeline Digital common stock is contingently issuable to the sellers of ElementsLocal. The contingent consideration is payable quarterly over the 12 consecutive calendar quarters following the acquisition, contingent upon the acquired business achieving certain revenue targets.
Through March 31, 2016, the stockholders of ElementsLocal earned 56,410 shares of common stock, of which 11,282 were issued during the six months ended March 31, 2016.
 
Amended and Restated Stock Incentive Plan
 
Effective August 2015, the Company’s Amended and Restated Stock Incentive Plan (the “Plan”) provides for the issuance of up 1,250,000 shares of common stock. The Plan authorizes the award of incentive stock options, non-statutory stock options, restricted stock, unrestricted stock, performance shares, stock appreciation rights and any combination thereof to employees, officers, directors, consultants, independent contractors and advisors of the Company.   Options granted under the Plan may be granted with contractual lives of up to ten years. There were 691,430 options outstanding reserved under the Plan as of March 31, 2016 and 558,570 shares available for future issuance. This Plan expires in August 2016. On April 29, 2016, the stockholders approved a new plan, The 2016 Stock Incentive Plan. Initially, a total of 2,500,000 shares of the Company’s Common Stock will be reserved for issuance under this new plan.
 
 
 
Common Stock Warrants
 
As of March 31, 2016: (i)
placement agent warrants to purchase 43,479, 138,000, 46,155, 64,000, and 61,539 shares at an exercise price of $7.00, $6.25, $6.50, $5.25 and $3.25, respectively are outstanding; and (ii) investor shareholder warrants to purchase 210,000 and 160,000 shares at an exercise price of $4.00 and $1.75 are outstanding.
 
 
Summary of Option and Warrant Activity and Outstanding Shares
 
 
 
 
Stock Options
 
 
Stock Warrants
 
 
 
 
 
 
 
Weighted
 
 
 
 
 
 
Weighted
 
 
 
 
 
 
 
Average
 
 
 
 
 
 
Average
 
 
 
 
 
 
 
Exercise
 
 
 
 
 
 
Exercise
 
 
 
Options
 
 
Price
 
 
Warrants
 
 
Price
 
                                 
Outstanding, September 30, 2015
     875,977     $ 0.98       703,281     $ 4.38  
Granted
    129,000     $ 1.14       30,000     $ 4.00  
Exercised
    -     $ -       -       -  
Forfeited or expired
     (313,547 )   $ 3.95       (10,108 )     7.50  
Outstanding, March 31, 2016
     691,430     $ 3.08       723,173     $ 4.50