Current Report Filing (8-k)
November 18 2019 - 6:15AM
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): November 15, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
On
November 15, 2019, the Board of Directors of Professional Diversity Network, Inc. (the “Company”) appointed Mr. Xin
(Adam) He (“Mr. He”), the Chief Financial Officer of the Company, to be the Chief Executive Officer of the Company
on an interim basis effective immediately. Also on November 15, 2019, Cosmic Forward Limited (“CFL”), the largest
shareholder of the Company, after acquiring 1,142,857 shares of the Company’s Common Stock from another shareholder of the
Company, exercised its right under the Stockholders’ Agreement between the Company and appointed Mr. He to be a director
of the Company filling the vacancy created by the resignation of Mr. Maoji (Michael) Wang. Mr. He will not receive any additional
compensation for serving as the interim CEO and director of the Company.
Mr.
He was a director of the Company between January 2018 and March 2019. He resigned from the Board in March 2019 to become the Chief
Financial Officer of the Company. Mr. He has no family relationships with any of the Company’s directors or executive officers,
and except as described above there are no arrangements or understandings pursuant to which Mr. He was appointed to his position.
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:
November 18, 2019
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/s/
Adam He
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Adam
He, Interim Chief Executive Officer and Chief Financial Officer
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