Professional Diversity Network Files 8-K

TL;DR

PDN filed an 8-K on Dec 18th for events on Dec 17th - material agreement, equity sales, and financials. Details TBD.

AI Summary

Professional Diversity Network, Inc. filed an 8-K on December 18, 2025, reporting on events that occurred on December 17, 2025. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and includes financial statements and exhibits. Specific details regarding the agreement or sales are not provided in this summary section of the filing.

Why It Matters

This 8-K filing signals significant corporate actions by Professional Diversity Network, Inc., potentially impacting its financial structure and operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• Professional Diversity Network, Inc. (company) — Registrant
• December 18, 2025 (date) — Filing Date
• December 17, 2025 (date) — Earliest Event Reported Date
• Delaware (jurisdiction) — State of Incorporation
• 001-35824 (company_id) — SEC File Number
• 80-0900177 (ein) — I.R.S. Employer Identification No.
• 55 E. Monroe Street, Suite 2120, Chicago, Illinois 60603 (address) — Principal Executive Office Address

FAQ

Key Financial Figures

• $2,593,780 — tal consideration for the DTT Tokens is $2,593,780, payable, at the Company's election, in
• $0.01 — f the Company's common stock, par value $0.01 per share (the "Common Stock"), or a co

Filing Documents

• ipdn20251218_8k.htm (8-K) — 31KB
• ex_900620.htm (EX-10.1) — 40KB
• 0001437749-25-038280.txt ( ) — 210KB
• ipdn-20251217.xsd (EX-101.SCH) — 3KB
• ipdn-20251217_def.xml (EX-101.DEF) — 11KB
• ipdn-20251217_lab.xml (EX-101.LAB) — 15KB
• ipdn-20251217_pre.xml (EX-101.PRE) — 11KB
• ipdn20251218_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 17, 2025, Professional Diversity Network, Inc. (the "Company") entered into a purchase agreement (the "Purchase Agreement") with DeeptradeX.ai, an Australian-based digital asset trading platform (the "Seller"), pursuant to which the Company agreed to acquire an aggregate of 25,937,800 native utility digital tokens issued by the Seller (the "DTT Tokens"). The DTT Tokens are intended to function as a medium of exchange for services on the Seller's Web3.0 digital asset platform and do not represent equity, debt, dividends, governance rights or profit-sharing interests. The total consideration for the DTT Tokens is $2,593,780, payable, at the Company's election, 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 1,358,000 shares of Common Stock (the "Consideration Shares"), subject to the limitations of Listing Rule 5635 of The Nasdaq Stock Market LLC ("Nasdaq"). The Consideration 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 DTT Tokens will be delivered to a wallet address designated by the Company and will be subject to a 12-month lock-up period followed by a 24-month linear vesting period, with releases occurring automatically pursuant to an immutable smart contract. The Purchase Agreement contains customary representations, warranties and covenants, including representations regarding regulatory compliance, token functionality and indemnification for certain regulatory matters. The foregoing description of the Purchase 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

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 Purchase 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 Seller pursuant to the 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 forward-looking

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Purchase Agreement, dated December 17, 2025, by and between Professional Diversity Network, Inc. and DeeptradeX.ai 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: December 18, 2025 By: /s/ Xun Wu Name: Xun Wu Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR