Professional Diversity Network Files 8-K with Key Updates

TL;DR

PDN filed an 8-K: material agreement, delisting notice, unregistered sales. Big changes ahead.

AI Summary

On November 18, 2024, Professional Diversity Network, Inc. filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, receiving a notice of delisting or failure to meet listing standards, and reporting unregistered sales of equity securities. The company also disclosed other events and filed financial statements and exhibits.

Why It Matters

This 8-K filing indicates potential significant changes for Professional Diversity Network, Inc., including possible delisting and unregistered stock sales, which could impact its market standing and investor confidence.

Risk Assessment

Risk Level: high — The filing mentions a notice of delisting or failure to meet listing standards, which is a significant risk for the company's continued trading.

Key Players & Entities

• Professional Diversity Network, Inc. (company) — Registrant
• November 18, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-35824 (identifier) — Commission File Number
• 80-0900177 (identifier) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock , $0.01 par value IPDN The NASDAQ Stock Mark
• $0.80 — offering (the "Offering") at a price of $0.80 per share (or $0.79 per Pre-Funded Warr
• $0.79 — ing") at a price of $0.80 per share (or $0.79 per Pre-Funded Warrant) for aggregate g
• $1,989,000 — arrant) for aggregate gross proceeds of $1,989,000, pursuant to the Company's Registration
• $0.86 — s Common Stock, at an exercise price of $0.86 per share, exercisable six months from
• $2.5 million — orted stockholders' equity of less than $2.5 million in its Quarterly Report on Form 10-Q fo

Filing Documents

• ipdn20241120_8k.htm (8-K) — 36KB
• ex_750203.htm (EX-4.1) — 87KB
• ex_750204.htm (EX-4.2) — 104KB
• ex_750205.htm (EX-4.3) — 104KB
• ex_750206.htm (EX-5.1) — 11KB
• ex_750207.htm (EX-10.1) — 203KB
• ex_750208.htm (EX-10.2) — 43KB
• ex_750209.htm (EX-99.1) — 11KB
• ex_750206img001.jpg (GRAPHIC) — 4KB
• 0001437749-24-035798.txt ( ) — 889KB
• ipdn-20241118.xsd (EX-101.SCH) — 3KB
• ipdn-20241118_def.xml (EX-101.DEF) — 12KB
• ipdn-20241118_lab.xml (EX-101.LAB) — 15KB
• ipdn-20241118_pre.xml (EX-101.PRE) — 12KB
• ipdn20241120_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Registered Offering On November 18, 2024, Professional Diversity Network, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with a single institutional investor (the "Investor"), in connection with the purchase by the Investor of 1,400,000 shares of common stock, par value $0.01 per share ("Common Stock"), and 1,100,000 pre-funded warrants to purchase Common Stock (the "Pre-Funded Warrants") in a registered direct offering (the "Offering") at a price of $0.80 per share (or $0.79 per Pre-Funded Warrant) for aggregate gross proceeds of $1,989,000, pursuant to the Company's Registration Statement on Form S-3 (Registration Statement No. 333-260316), including the prospectus supplement to the base prospectus being filed in connection with the Offering. The Pre-Funded Warrants have a nominal exercise price of $0.01 per share. The Offering is expected to close on or about November 20, 2024 (the "Closing Date"), subject to satisfaction of customary closing conditions. Proceeds of the Offering will be used for general corporate purposes. The foregoing descriptions of the Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and the Pre-Funded Warrants. Copies of the Purchase Agreement and the form of Pre-Funded Warrants are attached hereto as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by reference. Private Placement of Warrants Concurrently with the execution of the Purchase Agreement, the Company also agreed to issue to the Investor, (i) warrants to purchase up to 2,500,000 shares of the Company's Common Stock, at an exercise price of $0.86 per share, exercisable six months from the date of issuance of such warrants and expiring five and one-half years following the date of such issuance (the "Series A Warrants"), and (ii) warrants to purchase up to an a

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing As the Company has previously disclosed, on May 21, 2024, it received a letter from The Nasdaq Stock Market ("Nasdaq") notifying it that the Company was not in compliance with the minimum stockholders' equity requirement for continued listing on The Nasdaq Capital Market under Listing Rule 5550(b), because it reported stockholders' equity of less than $2.5 million in its Quarterly Report on Form 10-Q for the period ended March 31, 2024, and it did not meet the alternative tests for market value of listed securities or net income from continuing operations. In accordance with the notice, within 45 days of receiving the letter, the Company submitted a plan to regain compliance with the minimum stockholders' equity standard. Based on the Nasdaq staff's review of the Company's plan, Nasdaq granted the Company an extension of 180 calendar days from the date of the notification letter to regain compliance (i.e., until November 17, 2024). Nasdaq's letter informing the Company of the extension, dated as of September 24, 2024, noted that if, on or before November 17, 2024, the Company regained compliance with the stockholder's equity requirements of Listing Rule 5550(b) and furnished to the SEC on Form 8-K a publicly available report including an affirmative statement that as of the date of the report, the Company believes it has regained compliance with the stockholder's equity requirement of the Nasdaq continued listing rules, Nasdaq would continue to monitor the Company's ongoing compliance and, if at the time its next periodic report is filed with the SEC, it does not evidence continued compliance, the Company's Common Stock may be subject to delisting. The Purchase Agreement was executed with the Investor after the close of business on November 18, 2024 (the business day following November 17, 2024, which fell on a Sunday). The Company believes that, giving e

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities Information regarding the private placement of the Series A Warrants and the Series B Warrants disclosed in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference.

01. Other Events

Item 8.01. Other Events. On November 19, 2024, the Company issued a press release announcing the pricing of the Offering, the simultaneous private placement of the Series A Warrants and the Series B Warrants, and the entry into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K, including the accompanying exhibits, contains "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements relating to the closing of the Offering and the concurrent private placement of warrants, and the expectations regarding the use of proceeds from the offering. These forward-looking statements are based on the Company's current expectations and inherently involve significant risks and uncertainties, including those described in the Company's most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K. Therefore, the Company's actual results could differ materially from those expressed, implied or forecast in any such forward-looking statements. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this Current Report on Form 8-K, whether as a result of new information, future events or otherwise.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Series A Warrant 4.3 Form of Series B Warrant 5.1 Opinion of Locke Lord, LLP 10.1 Securities Purchase Agreement by and between the Company and the Investor 10.2 Placement Agency Agreement, dated November 18, 2024, by and between the Company and A.G.P./Alliance Global Partners 23.1 Consent of Locke Lord, LLP (included in Exhibit 5.1) 99.1 Press Release, dated November 19, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. Professional Diversity Network, Inc. Date: November 20, 2024 /s/ Adam He Adam He, Chief Executive Officer

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View this 8-K filing on SEC EDGAR