Amended Current Report Filing (8-k/a)
January 23 2018 - 4:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Form
8-K/A
Amendment No. 1
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): January 22, 2018
Professional
Diversity Network, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-35824
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80-0900177
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(State
of other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification Number)
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801
W. Adams Street, Sixth Floor, Chicago, Illinois
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60607
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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:
[ ]
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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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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 [X]
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. [ ]
Explanatory
Note
Professional
Diversity Network, Inc. (the “
Company
”) is filing this Amendment No. 1 (this “
Amendment
”)
to its Current Report on Form 8-K, originally filed with the Securities and Exchange Commission on January 23, 2018. This Amendment
is being filed solely for the purpose of including the exhibit 99.1 hereto. Except for the foregoing, this Amendment effects no
other changes to the Original 8-K.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
January 16, 2018, the Company received a letter from Nasdaq stating that the Company no longer complies with the Nasdaq Listing
Rules for continued listing because independent directors Lee Hillman, Tammy Huang, and David Schramm transitioned off of the
Company’s Board, effective December 31, 2017, and consequently the Company does not comply with Nasdaq’s Majority
Independent Board requirement under the Listing Rules. The letter also stated that the Company has 45 calendar days to submit
a plan to regain compliance.
As
disclosed under Item 5.02 hereof, the Company had appointed Mr. Xin (Adam) He and Mr. Michael D. Belsky to the Board, and the
Company is actively looking to fill the third vacancy as soon as possible. The Company expects to regain compliance with Nasdaq’s
Majority Independent Board requirement within the time frame prescribed by Nasdaq.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
On
January 22, 2018, the Company issued a press release announcing the appointment of Mr. Xin (Adam) He and Mr. Michael D. Belsky
to its Board. A copy of the Press Release is furnished as Exhibit 99.1 hereto.
Mr.
Xin (Adam) He, 45, has served as Chief Financial Officer of Wanda America Investment Holding Co. since May 2012. Mr. He served
as the Interim CFO of the Company between January 2017 and March 2017.
Michael
D. Belsky, 57, is the Executive Director of the Center for Municipal Finance at The University of Chicago Harris School of Public
Policy.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
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:
January 23, 2018
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PROFESSIONAL
DIVERSITY NETWORK,
INC.
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By:
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/s/
Jiangping Xiao
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Jiangping
Xiao
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Chief
Financial Officer
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