Current Report Filing (8-k)
April 07 2020 - 3:34PM
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): April 2, 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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
April 2, 2020 the Company received a letter from Nasdaq stating that the Company no longer complies with Nasdaq Listing Rules
because it did not file its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 10-K”)
by the due date, March 30, 2020. The letter also stated that the Company has 60 calendar days to submit a plan to regain compliance
and, if the plan is accepted by Nasdaq, Nasdaq can grant an exception of up to 180 calendar days from the due date, or until September
28, 2020, to regain compliance.
The
Company previously filed a Form 8-K on April 1, 2020 (the “Extension 8-K”) disclosing its inability to timely file
the 2019 10-K by the original deadline of March 30, 2020 due to circumstances related to COVID-19 and seeking to rely on the SEC
order dated March 4, 2020 (Release No. 34-88318) (the “SEC Order”) to extend the due date for the filing of its 2019
10-K until May 14, 2020 (45 days after the original due date). However, due to personnel change and other technical issues, the
Extension 8-K was filed two days after the March 30, 2020 deadline for automatic extension under the SEC Order, and thus was not
effective to obtain the automatic extension.
The
Company will continue to work diligently and aim to file the 2019 10-K by May 14, 2020 and regain compliance within the timeframe
provided by Nasdaq.
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:
April 07, 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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