Professional Diversity Network Files 8-K

TL;DR

PDN filed an 8-K on Dec 5th detailing material agreements and equity sales.

AI Summary

On December 5, 2024, Professional Diversity Network, Inc. entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and provided Regulation FD disclosures. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including definitive agreements and equity sales, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks.

Key Players & Entities

• Professional Diversity Network, Inc. (company) — Registrant
• December 5, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 55 E. Monroe Street, Suite 2120, Chicago, Illinois 60603 (address) — Principal executive office address

FAQ

Key Financial Figures

• $1,200,000 — deration of the Profit Participation is $1,200,000, including $700,000 cash and $500,000 v
• $700,000 — Participation is $1,200,000, including $700,000 cash and $500,000 value of the Company'
• $500,000 — $1,200,000, including $700,000 cash and $500,000 value of the Company's common stocks, o
• $0.44 — total of 1,136,363 shares at a price of $0.44 per share. In addition to the 9% share

Filing Documents

• ipdn20241210_8k.htm (8-K) — 31KB
• ex_755623.htm (EX-10.1) — 72KB
• ex_755624.htm (EX-10.2) — 129KB
• ex_755625.htm (EX-99.1) — 14KB
• 0001437749-24-037066.txt ( ) — 414KB
• ipdn-20241205.xsd (EX-101.SCH) — 3KB
• ipdn-20241205_def.xml (EX-101.DEF) — 12KB
• ipdn-20241205_lab.xml (EX-101.LAB) — 15KB
• ipdn-20241205_pre.xml (EX-101.PRE) — 12KB
• ipdn20241210_8k_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement On December 5, 2024, Professional Diversity Network, Inc. (the "Company") entered into a Profit Participation Agreement (the "PPA") with Koala Malta Limited, a private limited liability company registered under the laws of Malta (the "Seller"). A copy of the Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K, and the terms of the PPA are incorporated by reference herein. The closing of the PPA (the "Closing") occurred simultaneously with its execution. At the Closing, the Company purchased a 6% right in QBSG Limited (the "Target", previously Koala Crypto Limited) to receive all distributions and dividends which may be declared and/or distributed by the Target on an annual basis in terms of applicable law, along with all rights, title, and interest from the Seller. The consideration of the Profit Participation is $1,200,000, including $700,000 cash and $500,000 value of the Company's common stocks, or a total of 1,136,363 shares at a price of $0.44 per share. In addition to the 9% share purchase from the Seller in September 2022, the Company now owns the right to receive 15% of all distributions and dividends by the Target. The PPA 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 PPA 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 PPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, the terms of which are incorporated by reference herein. At the Closing, the Company, the Seller and the Target also revised the Shareholders' Agreement originally executed on September 27, 2022, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K. The Targ

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities Information disclosed in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference. The issuance of the Consideration Shares was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to one or more exemptions from such requirements, including Regulation D and/or Regulation S promulgated under the Securities Act. The Consideration Shares sold are restricted securities and the certificates representing the Consideration Shares will be affixed with a standard restrictive legend, which states that the Consideration Shares cannot be sold without registration under the Securities Act or an exemption therefrom.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On December 10, 2024, the Company issued a press release announcing the Transaction, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Profit Participation Agreement, dated December 5, 2024 10.2 Stock Purchase Agreement, dated December 5, 2024 99.1 Press Release, dated December 10, 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: December 10, 2024 /s/ Adam He Adam He, Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR