Current Report Filing (8-k)
January 03 2020 - 5:02PM
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): January 2, 2020
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
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
(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 (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
January 2, 2020, Professional Diversity Network, Inc. (the “Company”) received a letter from The Nasdaq Stock Market
LLC (“Nasdaq”) stating that since the Company has not yet held an annual meeting of shareholders within twelve months
of the end of the Company’s fiscal year end, it no longer complies with Nasdaq’s Listing Rules (the “Listing
Rules”) for continued listing. The letter further stated that under the Listing Rules the Company has 45 calendar days to
submit a plan to regain compliance and if Nasdaq accepts such plan, it can grant an exception of up to 180 calendar days from
the fiscal year end, or until June 29, 2020, to regain compliance.
As
described in the Company’s 8-K filed on December 2, 2019, the Board of Directors of the Company resolved to postpone the
Company’s 2019 shareholder meeting pending the results of the independent investigation being conducted by the special committee
of the Board with assistance from independent outside legal counsel and auditor. The Company intends to submit a plan to Nasdaq
to regain compliance as soon as possible.
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:
January 3, 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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