Xin He Files SC 13D for Professional Diversity Network

TL;DR

**Xin He just filed a 13D on PDN. Big ownership change incoming.**

AI Summary

Xin He has filed a Schedule 13D for Professional Diversity Network, Inc. on July 17, 2024. The filing indicates a change in beneficial ownership of the company's common stock. The specific details of the ownership change, including the exact number of shares and percentage of ownership, are not fully detailed in the provided header information but are typically found within the full filing.

Why It Matters

This filing signals a significant change in ownership for Professional Diversity Network, Inc., potentially impacting its stock price and corporate strategy.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• Xin He (person) — Filing person and potential beneficial owner
• Professional Diversity Network, Inc. (company) — Subject company
• 312-614-0950 (phone_number) — Contact number for Xin He
• 55 East Monroe Street (address) — Business and mailing address for the subject company and contact person

FAQ

Key Financial Figures

• $0.01 — INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securitie
• $495,000 — ke the purchase described in Item 5 was $495,000. Item 4. Purpose of Transaction Item
• $0.495 — r's common stock at a purchase price of $0.495 per share (the "Purchase Price"), resul

Filing Documents

• xe20240717_sc13d.htm (SC 13D) — 42KB
• 0001437749-24-022892.txt ( ) — 44KB

Security and Issuer

Item 1. Security and Issuer This statement on Schedule 13D (this "Schedule 13D") relates to the Common Stock, $0.01 par value per share (the "Shares"), of PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation (the "Issuer"). The principal executive office of the Issuer is located at 55 East Monroe Street, Suite 2120, Chicago, Illinois 60603, USA. The Shares are listed on the NASDAQ market under the trading symbol "IPDN". Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is being field on behalf of Xin He (the "Reporting Person"). (b) The business address of the Reporting Person is 55 East Monroe Street, Suite 2120, Chicago, Illinois 60603. (c) Present principal occupation or employment of the Reporting Person is Chief Executive Officer of the Issuer. (d) The Reporting Person has not, during the past five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which she became or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Considerations

Item 3. Source and Amount of Funds or Other Considerations Available net assets were used to purchase the shares of Common Stock referred to in this Schedule 13D. The total amount of the funds used to make the purchase described in Item 5 was $495,000.

Purpose of Transaction

Item 4. Purpose of Transaction

is hereby amended and supplemented by the addition of the following

Item 4 is hereby amended and supplemented by the addition of the following: On June 28, 2024, the Issuer entered into a stock purchase agreement (the "Agreement") with Eighty-eight Investment LLC, a Delaware limited liability company wholly owned and controlled by the Reporting Person, the Issuer's Chief Executive Officer. The Agreement provided for the purchase by Mr. He of 1,000,000 shares of the Issuer's common stock at a purchase price of $0.495 per share (the "Purchase Price"), resulting in aggregate proceeds to the Company of $495,000. The Purchase Price represented the last consolidated closing bid price on the Nasdaq Capital Market prior to the execution of the Agreement, in accordance with the requirements of Nasdaq Listing Rule 5635(c) and applicable Nasdaq interpretations. The shares of stock were issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder. In connection with the investment, the Agreement requires the Issuer to use its reasonable best efforts to nominate or appoint (or cause to be nominated or appointed) one designee of the Reporting Person to the Issuer's Board of Directors promptly after the identification of such designee, and to include such designee in any proxy statement of the Issuer soliciting proxies for the election of directors, for so long as the Reporting Person beneficially owns at least five percent (5%) of the Issuer's common stock, subject to such nominee providing certain information to the Issuer and certain other conditions. As of the date of this Current Report on Schedule 13D, the Reporting Person has not identified a board designee. The terms of the transaction were reviewed and approved by the Issuer's Board of Directors, consisting solely of independent directors, in accordance with the Issuer's policy on review and approval of transactions with "related persons" within the meaning of Item 404 of Regulation S-K.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) The percentages of ownership indicated in this Schedule 13D are calculated based on 12,759,062 Shares of Common Stock, par value $0.01 per share, reported as outstanding as of June 30, 2024 (the " Record Date "), in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the United States Securities and Exchange Commission on May 15, 2024. As of the date of this Schedule 13D, the Reporting Person collectively held an aggregate of 1,280,938 Shares, constituting approximately 10.04% of the Issuer's outstanding Shares as of the Record Date. (b) To the best knowledge of the Reporting Person, except as disclosed in this Schedule 13D, none of the Reporting Person has effected any transactions relating to the Shares during the past 60 days. (c) To the knowledge of the Reporting Person, other than as herein disclosed, no person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the Ordinary Shares. (d) – (e ) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

is hereby amended and supplemented by the addition of the following

Item 6 is hereby amended and supplemented by the addition of the following: The information in Item 4 is incorporated herein by reference. The Agreement is incorporated by reference as Exhibit and is incorporated herein by reference.

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits. Exhibit – Form 8-K, Item 3.02 Unregistered Sales of Equity Securities, filed on July 1,2024 . Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. By: /s/ Xin He July 17, 2024 Name: Xin He Exhibit – https://investor.prodivnet.com/all-sec-filings#document-2811-0001437749-24-021640

View Full Filing

View this SC 13D filing on SEC EDGAR