Professional Diversity Network, INC. 8-K Filing

FAQ

Key Financial Figures

• $1,616,000 — t platform for a total consideration of $1,616,000. Under the terms of the Consultancy Agr
• $0.01 — f the Company's common stock, par value $0.01 per share (the "Common Stock"), or a co

Filing Documents

• ipdn20251128_8k.htm (8-K) — 32KB
• ex_893851.htm (EX-10.1) — 42KB
• 0001437749-25-036494.txt ( ) — 213KB
• ipdn-20251127.xsd (EX-101.SCH) — 3KB
• ipdn-20251127_def.xml (EX-101.DEF) — 11KB
• ipdn-20251127_lab.xml (EX-101.LAB) — 15KB
• ipdn-20251127_pre.xml (EX-101.PRE) — 11KB
• ipdn20251128_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 27, 2025, Professional Diversity Network, Inc. (the "Company") entered into a consultancy agreement (the "Consultancy Agreement") with Deeptrade PTY LTD (the "Consultant"), a non-affiliated accredited investor. Pursuant to the Consultancy Agreement, the Consultant agreed to provide the Company with professional consultancy services relating to the Company's intended expansion into Web3.0, digital asset, and real-world-asset platform for a total consideration of $1,616,000. Under the terms of the Consultancy Agreement, consideration could be paid in cash, shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), or a combination thereof. The board of directors of the Company (the "Board") approved payment of the consideration through the issuance of 898,000 shares of Common Stock (the "Consultancy Shares"), subject to the limitations of Listing Rule 5635 of The Nasdaq Stock Market LLC ("Nasdaq"). The Consultancy Shares will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder. The Consultancy Agreement contains customary representations, warranties and covenants. The foregoing description of the Consultancy Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K (this "Form 8-K"), and incorporated by reference herein.

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 Consultancy Agreement is and will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of 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 Consultancy 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 forward-loo

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Consultancy Agreement, dated November 27, 2025, by and between Professional Diversity Network, Inc., Inc. and Deeptrade PTY LTD 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: November 28, 2025 By: /s/ Xun Wu Name: Xun Wu Title: Chief Executive Officer

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