Current Report Filing (8-k)
September 24 2019 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 17, 2019
PROFESSIONAL
DIVERSITY NETWORK, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-35824
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80-0900177
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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801
W. Adams Street, Sixth Floor, Chicago, Illinois 60607
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (312) 614-0950
N/A
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $.01 par value
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IPDN
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The
NASDAQ Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01 Entry into a Material Definitive Agreement.
On
September 17, 2019, Jiangxi PDN Culture Media Co., Ltd. (“Jiangxi PDN”), a company established under the laws of the
People’s Republic of China and a variable interest entity (VIE) controlled by Professional Diversity Network, Inc. (“PDN”),
entered into an Agreement of Acquisition and Equity Transfer (the “Agreement”) with Guangzhou Zengcheng District
Zhili Education Training Center, a nonprofit private enterprise established under the laws of the Peoples’ Republic
of China (“Zhili”), Guangzhou Angyue Education Consulting Company Limited, a limited liability company established
under the laws of the Peoples’ Republic of China (“Angyue”, and together with Zhili, the “Target Companies”)
and their respective shareholders and controlling persons (the “Sellers”). The Agreement was subsequently amended
on September 21, 2019.
Pursuant
to the Agreement, PDN will issue 915,864 shares of Common Stock (the “Equity Swap Shares”) at a per share price equal
to $1.50 (i.e., the average closing price for the 30-day period immediately prior to the signing of the Agreement) for a total
valuation of $1,373,795 to the Sellers in exchange for 51% of the total outstanding equity interests of each Target Company (the
“Equity Swap”). One of the Sellers, Ms. Yuman Hu, will hold the remaining 49% of the total outstanding equity interests
of the Target Companies after the transaction and will be responsible for the day to day management the Target Companies.
The
Equity Swap Shares will be issued to the Sellers in four equal installments, with the first installment to be issued within 20
business days of the closing and the remaining three installments to be issued between March 15 and April 15 (exact day of issuance
to be determined by Jiangxi PDN) of 2021, 2022 and 2023 respectively subject to the satisfaction of certain profit targets.
The
Agreement contains customary closing conditions, representations and warranties and covenants of each party for a transaction
of this type.
The
foregoing description of the Equity Swap does not purport to be complete and is qualified in its entirety by reference to the
Agreement.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
September 23, 2019, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company
that based on the Company’s Form 8-K, dated September 16, 2019, staff of Nasdaq has determined that the Company complies
with the Nasdaq Listing Rule 5550(b)(1). Nasdaq also stated in the letter that if the Company fails to evidence compliance upon
filing its next periodic report it may be subject to delisting.
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.
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Professional
Diversity Network, Inc.
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Date:
September 23, 2019
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/s/
Adam He
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Adam
He, Chief Financial Officer
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