Current Report Filing (8-k)
December 02 2019 - 1:24PM
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 27, 2019
Professional
Diversity Network, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
|
001-35824
|
|
80-0900177
|
(State of other Jurisdiction
of
Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification Number)
|
801
W. Adams Street, Sixth Floor, Chicago, Illinois
|
|
60607
|
(Address of Principal
Executive Offices)
|
|
(Zip Code)
|
Registrant’s
telephone number, including area code: (312) 614-0950
(Former
name or former address if changed since last report.)
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
|
|
Trading
Symbol(s)
|
|
Name
of Each Exchange on Which Registered
|
Common
Stock, $0.01 par value per share
|
|
IPDN
|
|
The
Nasdaq Stock Market LLC
|
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
8.01 Other Events.
At
a meeting held on November 27, 2019, the Board of Directors (the “Board”) of Professional Diversity Network, Inc.
(the “Company”) resolved to establish a special committee (the “Special Committee”) of the Board, consisting
of Ms. Courtney Shea, Mr. Michael Belsky and Mr. Haibin Gong, being all the members of the Board not appointed by Cosmic Forward
Limited, the largest shareholder of the Company, to lead an independent investigation (the “Investigation”) of the
Company’s operations in China, the recent resignation of the Company’s former Chairman and CEO, Mr. Maoji (Michael)
Wang, the Seizure Decision Notice received by the Company’s Chinese subsidiary from Chinese authorities and related events
and activities as the Special Committee deems appropriate. The Special Committee will have all powers necessary to conduct the
investigation, including, without limitation, the power to engage outside legal counsel and seek assistance from the Company’s
outside auditing firm, Ciro E. Adams, CPA, LLC. The Board also resolved to postpone the Company’s 2019 shareholder meeting
pending the results of the Investigation. The Special Committee is actively selecting outside legal advisors and is expected
to conclude the process by the end this week.
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.
Date: December 2, 2019
|
PROFESSIONAL DIVERSITY NETWORK,
INC.
|
|
|
|
By:
|
/s/
Xin (Adam) He
|
|
|
Xin (Adam) He
|
|
|
Interim Chief Executive Officer and Chief Financial
Officer
|
Professional Diversity N... (NASDAQ:IPDN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Professional Diversity N... (NASDAQ:IPDN)
Historical Stock Chart
From Apr 2023 to Apr 2024