Current Report Filing (8-k)
May 25 2021 - 4:06PM
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): May 21, 2021
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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55
E. Monroe Street, Suite 2120, Chicago, Illinois 60603
(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
May 21, 2021, Professional Diversity Network, Inc. (the “Company”) received a letter from Nasdaq notifying the Company
that it is not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital
Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2.5 million.
In the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021, the Company reported stockholders’
equity of $964,288, which is below the minimum stockholders’ equity required for continued listing. Further, as of May 21,
2021, the Company does not meet the alternatives of market value of listed securities or net income from continuing operations.
This
notification has no immediate effect on the Company’s listing on the Nasdaq Capital Market. Nasdaq has provided the Company
with 45 calendar days, or until July 5, 2021, to submit a plan to regain compliance with the minimum stockholders’ equity
standard. If the Company’s plan to regain compliance is accepted, Nasdaq may grant an extension of up to 180 calendar days
from the date of the notification letter, or until November 17, 2021, to evidence compliance.
As
previously disclosed, on April 22, 2021, the Company learned that RMB 18,841,064.15 (approximately $2.87 mm) had been seized from
the PDN China Account by Chinese local authorities to satisfy a judgment in favor of the plaintiffs in the Gatewang case. On April
26, 2021, the Company concluded that the seizure of such cash assets is a material reduction of Company assets and reduced the
Company’s stockholders’ equity by an equal amount. The Company plans to pursue all possible legal alternatives to
have these funds returned to the Company but such return is uncertain at this time.
The
Company is presently evaluating other courses of action to regain compliance with the Nasdaq minimum stockholders’ equity
standard and intends to timely submit a plan to Nasdaq to regain compliance with that standard.
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:
May 25, 2021
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/s/
Adam He
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Adam
He, Chief Executive Officer
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