Professional Diversity Network Files 8-K

TL;DR

PDN filed an 8-K on 9/5/25 covering material agreements, stock sales, and financials.

AI Summary

Professional Diversity Network, Inc. filed an 8-K on September 5, 2025, reporting on a material definitive agreement, unregistered sales of equity securities, and financial statements. The filing details the company's principal executive office location in Chicago, Illinois.

Why It Matters

This 8-K filing indicates significant corporate actions and financial reporting by Professional Diversity Network, Inc., which could impact investors' understanding of the company's current status and future prospects.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting routine corporate events and financial information, not indicating immediate or significant new risks.

Key Players & Entities

• Professional Diversity Network, Inc. (company) — Registrant
• September 5, 2025 (date) — Date of Report
• Chicago, Illinois (location) — Principal Executive Office

FAQ

Key Financial Figures

• $0.01 — r shares of its common stock, par value $0.01 per share ("Common Stock"), in one or m
• $20,000,000 — or an aggregate purchase price of up to $20,000,000. The Company also agreed to issue to th
• $2,275 — and 227,500 shares of Common Stock for $2,275 as pre-delivery shares (the "Pre-Delive
• $8,655,000 — rchase in the principal amount of up to $8,655,000 (the "Initial Pre-Paid Purchase"), an o
• $640,000 — "), an original issue discount of up to $640,000 and transaction expenses of $15,000, th
• $15,000 — to $640,000 and transaction expenses of $15,000, the terms of which are set forth on se
• $3,397,725 — aid Purchase #1"). The Company received $3,397,725 in cash proceeds under the Initial Pre-
• $4,602,275.00 — g, the Investor will fund the remaining $4,602,275.00 under the Initial Pre-Paid Purchase int
• $1.608 — t not less than a stated floor price of $1.608. In no event may such issuances cause t
• $3,400,000 — ties Purchase Agreement (other than the $3,400,000 shares of Common Stock registered with

Filing Documents

• ipdn20250904_8k.htm (8-K) — 47KB
• ex_859261.htm (EX-4.1) — 75KB
• ex_859357.htm (EX-5.1) — 14KB
• ex_859262.htm (EX-10.1) — 238KB
• ex_859263.htm (EX-10.2) — 49KB
• ex_859264.htm (EX-10.3) — 51KB
• ex_859265.htm (EX-10.4) — 68KB
• l01.jpg (GRAPHIC) — 5KB
• l02.jpg (GRAPHIC) — 3KB
• 0001437749-25-028480.txt ( ) — 803KB
• ipdn-20250905.xsd (EX-101.SCH) — 3KB
• ipdn-20250905_def.xml (EX-101.DEF) — 12KB
• ipdn-20250905_lab.xml (EX-101.LAB) — 15KB
• ipdn-20250905_pre.xml (EX-101.PRE) — 12KB
• ipdn20250904_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 5, 2025, Professional Diversity Network, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with Streeterville Capital, LLC, a Utah limited liability company (the "Investor"), pursuant to which the Company agreed to issue and sell to the Investor shares of its common stock, par value $0.01 per share ("Common Stock"), in one or more pre-paid advance purchases (each, a "Pre-Paid Purchase" and collectively, the "Pre-Paid Purchases") for an aggregate purchase price of up to $20,000,000. The Company also agreed to issue to the Investor 22,197 shares of Common Stock (the "Commitment Shares") as consideration for the Investor's commitment, after Shareholder Approval (as defined below) is obtained, and 227,500 shares of Common Stock for $2,275 as pre-delivery shares (the "Pre-Delivery Shares"), which Pre-Delivery Shares will be issued at the closing of the transactions contemplated by the Securities Purchase Agreement. The transactions is scheduled to close on September 5, 2025 (the "Closing Date"). The proceeds from the Pre-Paid Purchases are expected to be used for working capital and other corporate purposes, including repayment of debt, strategic and other general corporate purposes. The Securities Purchase Agreement provides for an initial Pre-Paid Purchase in the principal amount of up to $8,655,000 (the "Initial Pre-Paid Purchase"), an original issue discount of up to $640,000 and transaction expenses of $15,000, the terms of which are set forth on secured prepaid purchase #1 ("Pre-Paid Purchase #1"). The Company received $3,397,725 in cash proceeds under the Initial Pre-Paid Purchase and $2,275 for the Pre-Delivery Shares on the Closing Date. The Initial Pre-Paid Purchase accrues interest at the rate of 8% per annum. Within thirty (30) days after closing, the Investor will fund the remaining $4,602,275.00 under the Initial Pre-Paid Purchase int

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in "Item 1.01 Entry into a Material Definitive Agreement" relating to the issuance of Common Stock is incorporated by reference herein in its entirety. The offer and sale of shares of Common Stock pursuant to the Securities Purchase Agreement (other than the $3,400,000 shares of Common Stock registered with the Registration Statement) is and will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Rule 506(b) of Regulation D promulgated thereunder. This Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the shares of common stock, nor shall there be an offer, solicitation or sale of the shares of common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Form 8-K may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding statements regarding the amount of shares of common stock the Company may issue to the Investor pursuant to the Securities Purchase Agreement, and the amount of proceeds to be received by the Company from the sale of shares of common stock and related matters. Forward-looking statements generally relate to future events and can be identified by terminology such as "may", "could", "plan", "expect", "intend", "will", "anticipate", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the risks and uncertainties set forth or incorporated by reference in the sections entitled "Risk Factors" and "Special Note Regarding Forward-Looking Statements" in the Annual Report on Form 10-K filed by the Company on March 31, 2025 and the Company's future filings from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these for

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Pre-Paid Purchase #1, dated September 5, 2025, by and between Professional Diversity Network, Inc., Inc. and Streeterville Capital, LLC 5.1 Opinion of Loeb & Loeb LLP 10.1 Securities Purchase Agreement, dated September 5, 2025, by and between Professional Diversity Network, Inc., Inc. and Streeterville Capital, LLC 10.2 Form of Deposit Account Control Agreement, by and among Lakeside Bank, Streeterville Capital, LLC and IPDN Holdings, LLC 10.3 Form of Guaranty by IPDN Holdings, LLC 10.4 Form of Pledge Agreement, by and between Professional Diversity Network, Inc., Inc. and Streeterville Capital, LLC 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Professional Diversity Network, Inc. Date: September 5, 2025 By: /s/ Yiran Gu Name: Yiran Gu Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR