ipdn20240930_8k.htm
false
0001546296
0001546296
2024-09-26
2024-09-26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 26, 2024
PROFESSIONAL DIVERSITY NETWORK, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-35824
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80-0900177
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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55 E. Monroe Street, Suite 2120, Chicago, Illinois 60603
(Address of principal executive offices)
Registrant’s telephone number, including area code: (312) 614-0950
N/A
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(Former name or former address, if changed since last report)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 par value
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IPDN
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The NASDAQ Stock Market LLC
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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 3.02 Unregistered Sales of Equity Securities
On September 26, 2024, Professional Diversity Network, Inc. (the “Company”) entered into a stock purchase agreement (the “Agreement”) with Yu Tian (the “Investor”), an individual and a resident of the People’s Republic of China, in connection with the purchase by the Investor of 398,671 shares of common stock of the Company (the “Shares”) at a price of approximately $0.301 per share (representing a 30% discount to the closing price of the Company’s common stock on the day prior to the execution of the Agreement) for aggregate gross proceeds of $120,000. The closing of the transaction took place on September 27, 2024 (the “Closing Date”).
The issuance of the Shares was exempt from registration due to the exemption for offshore transactions found in Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), and other exemptions from the registration requirements of the Securities Act. The Company relied, in part, upon representations that the Investor was not in the United States at the time of the purchase and is not, and is not acting for the benefit of, a U.S. Person as defined in Rule 902(k) under Regulation S under the Securities Act.
A copy of the Agreement is attached hereto as Exhibits 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
104
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Cover Page Interactive Data File (embedded within he Inline XBRL document)
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SIGNATURES
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.
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Professional Diversity Network, Inc.
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Date: September 30, 2024
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/s/ Adam He
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Adam He, Chief Executive Officer
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