Current Report Filing (8-k)
March 27 2020 - 4:35PM
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): March 22, 2020
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
3.02 Unregistered Sales of Equity Securities
On
March 22, 2020, Professional Diversity Network, Inc. (the “Company”) entered into an agreement with Malven Group Limited,
a company established under the laws of the British Virgin Islands (“Malven”), in connection with the purchase by
Malven of 1,939,237 shares of common stock of the Company (collectively the “Shares”) at a price of $0.7735 per share
for gross proceeds of $1,500,000. The closing of the transaction is expected to take place on March 31, 2020.
The
issuances of the Shares are exempt from registration due to the exemption found in Regulation S promulgated by the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The sales were offshore
transactions since the offerees/purchasers were outside the United States at the time of the purchase. Further, there were no
directed selling efforts of any kind made in the United States either by the Company or any affiliate or other person acting on
the Company’s behalf in connection with the offerings. All offering materials and documents used in connection with the
offers and sales of the securities included statements to the effect that the securities have not been registered under the Securities
Act and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Securities
Act or an exemption therefrom is available, and that hedging transactions involving the Shares may not be conducted unless in
compliance with the Securities Act. Malven certified that it is not a U.S. person (as that term is defined in Regulation S) and
is not acquiring the Shares for the account or benefit of any U.S. person and agreed to resell the applicable Shares only in accordance
with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from
registration. The Shares sold are restricted securities and the certificates representing the Shares will be affixed with a standard
restrictive legend, which states that the Shares cannot be sold without registration under the Securities Act or an exemption
therefrom.
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:
March 27, 2020
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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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