Professional Diversity Network Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

Date of Report (Date of earliest event reported): January 26, 2025

 

 

 

55 E. Monroe Street, Suite 2120, Chicago, Illinois 60603

(Address of principal executive offices)  

 

Registrant’s telephone number, including area code: (312) 614-0950

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 1.01‎ Entry Into a Material Definitive Agreement

 

On January 26, 2025, Professional Diversity Network, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with AI Geometric Ltd, a company organized under the laws of the United Kingdom of Great Britain and Northern Ireland (the “Seller”).

 

Pursuant to the SPA, the Seller agreed to issue and sell 1,300 shares of the Seller to the Company, representing 13% of all issued and outstanding shares of the Seller, at a consideration of US$1,300,000 (the “Transaction”). The board of directors of the Company approved the Transaction on January 17, 2025.The closing of the Transaction took place on January 27, 2025.

 

The SPA contains representations, warranties and covenants customary for a transaction of this ‎nature, as well as certain indemnification obligations of the parties thereto for breaches of ‎representations, warranties and covenants. ‎The foregoing summary description of the SPA and the transactions contemplated ‎thereby does not purport to be complete and is qualified in its entirety by reference to the full ‎text of the SPA, which is filed as Exhibit 10.1 to this ‎Current Report on Form 8-K, the terms of which are incorporated by reference herein.‎  

 

Item 9.01.         Financial Statements and Exhibits.

 

 

Exhibit No.                   Description

 

10.1                               Stock Purchase Agreement, dated January 26, 2025

 

104                                Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.