UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR
For
Period Ended: March 31, 2020
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
For
the Transition Period Ended:
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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If
the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART
I-REGISTRANT INFORMATION
PROFESSIONAL
DIVERSITY NETWORK, INC.
Full
name of Registrant
N/A
Former
name if Applicable
801
W. Adams Street, Sixth Floor
Address
of Principal Executive Office (Street and Number)
Chicago,
Illinois 60607
City,
State and Zip Code
PART
II-RULE 12b-25 (b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate.)
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(a)
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The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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[X]
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, FORM N-CEN or Form N-CSR,
or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will
be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III - NARRATIVE
State
below in reasonable detail why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
Professional
Diversity Network, Inc. (the “Company”) will not be able to file its Quarterly Report on Form 10-Q for the quarter
ended March 31, 2020 (the “10-Q”) on time because the Company was delayed in filing its Form 10-K for the fiscal
year ended on December 31, 2019 due to the impact of the COVID -19 pandemic and management has not been able to devote full attention
and sufficient time to the preparation of the 10-Q. As a result, the Company and its professional advisors will not be able
to complete the preparation of the 10-Q within the deadline of May 15, 2020. The Company is working diligently with its advisors
and anticipates that it will file the 10-Q as soon as reasonably possible and within the 5-day grace period provided by Rule 12b-25
of the Securities Exchange Act of 1934, as amended.
Forward-Looking
Statements
Certain
of the statements contained in this report should be considered forward-looking statements within the meaning of the Securities
Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words
such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,”
“estimate,” “plan,” “project,” “could,” “should,” “would,”
“continue,” “seek,” “target,” “guidance,” “outlook,” “if current
trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but
are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies
for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s
current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual
results and financial position and timing of certain events to differ materially from the information in the forward looking statements.
There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking
statements and may also cause actual results to differ materially from those discussed. In particular, the consequences of the
coronavirus outbreak to economic conditions and the industry in general and the financial position and operating results of our
company in particular have been material, are changing rapidly, and cannot be predicted. The Company does not assume any obligation
to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in
other factors affecting these forward-looking statements other than as required by law. Any forward looking statements speak only
as of the date hereof or as of the dates indicated in the statement.
PART
IV - OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification.
Xin
(Adam) He
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312
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778-6310
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify report(s). [ ] Yes [X] No
The
Company previously filed a current report on Form 8-K on April 1, 2020 (the “Extension 8-K”) disclosing its inability
to timely file the Form 10-K for the fiscal year ended on December 31, 2019 (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 filed the 2019 10-K on May 4, 2020.
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the subject report or portion thereof? [ ] Yes
[X]No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
Professional Diversity
Network, Inc.
(Name of Registrant as Specified in
Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
May 14, 2020
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By:
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/s/
Xin (Adam) He
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Xin
(Adam) He, Interim Chief Executive Officer and Chief Financial Officer
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