Amended Statement of Beneficial Ownership (sc 13d/a)
July 28 2020 - 7:37AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
Information
to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under
the Securities Exchange Act of 1934*
(Amendment
No. 1)*
PROFESSIONAL
DIVERSITY NETWORK, INC.
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $0.01 PER SHARE
(Title
of Class of Securities)
74312Y202
(CUSIP
Number)
James
M. Turner, Esq.
Sichenzia
Ross Ference LLP
1185
Avenue of the Americas, 37th Floor
New
York, NY 10036
Tel:
(212) 930-9700
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
June
30, 2020
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP
No. 74312Y202
|
13D
|
Page
2 of 6 Pages
|
1
|
NAME
OF REPORTING PERSONS
Malven
Group Limited
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
NUMBER
OF SHARES
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
2,251,737
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
2,251,737
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,251,737
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.04%*
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
*
|
Based
upon an aggregate of 11,238,359 shares of common stock issued and outstanding, including 10,925,859
shares issued and outstanding as of May 20, 2020, as reported by the Issuer on its quarterly report on Form 10-Q, filed with
the Securities and Exchange Commission on May 20, 2020 and 312,500 shares of common
stock sold to the reporting person, as reported by the Issuer on its Form 8-K filed with the Securities and Exchange Commission
on June 29, 2020. This calculation does not include the exercise or conversion of outstanding securities of the Issuer.
|
CUSIP
No. 74312Y202
|
13D
|
Page
3 of 6 Pages
|
1
|
NAME
OF REPORTING PERSONS
Pui
Lan Patrick Tsang
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
[ ]
(b)
[ ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
NUMBER
OF SHARES
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
2,251,737
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
2,251,737
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,251,737
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.04%*
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
*
|
Based
upon an aggregate of 11,238,359 shares of common stock issued and outstanding, including 10,925,859
shares issued and outstanding as of May 20, 2020, as reported by the Issuer on its quarterly report on Form 10-Q, filed with
the Securities and Exchange Commission on May 20, 2020 and 312,500 shares of common
stock sold to the reporting person, as reported by the Issuer on its Form 8-K filed with the Securities and Exchange Commission
on June 29, 2020. This calculation does not include the exercise or conversion of outstanding securities of the Issuer.
|
CUSIP
No. 74312Y202
|
13D
|
Page
4 of 6 Pages
|
The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
Item
1. Security and Issuer.
This
Amendment No. 1 to Schedule 13D (this “Statement”) relates to the common stock, par value $0.01 per share (the
“Common Stock”) of Professional
Diversity Network, Inc., a Delaware corporation (the “Issuer”). This
Statement supplementally amends the initial statement on Schedule 13D, filed on April 27, 2020 (the “Initial Statement”)
by the Reporting Persons (as defined herein). This Amendment No. 1 is being filed by the Reporting Persons to report that, as
a result of a recent transaction, the total shares beneficial ownership by the Reporting Persons has increased by more than one
percent of the outstanding shares of Common Stock of the Issuer. The Issuer’s principal executive offices are located
at 801 W. Adams Street, Sixth Floor, Chicago, Illinois 60607.
Item
2. Identity and Background.
No
material change.
Item
3. Source and Amount of Funds or Other Consideration.
Item
3 of the Initial Statement is hereby replaced in its entirety with the following:
The
shares of Common Stock purchased by Malven were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business).
First
Private Purchase
Malven
purchased 1,939,237 shares of Common Stock at a price of $0.7735 per share directly from the Issuer in a private placement transaction
pursuant to a stock purchase agreement dated March 22, 2020 (the “First Private Placement”). The First Private
Placement closed on March 31, 2020. The aggregate purchase price of the 1,939,237 shares of Common Stock was approximately $1.5
million.
Second
Private Purchase
Malven
purchased 312,500 shares of Common Stock at a price of $3.20 per share directly from the Issuer in a private placement transaction
pursuant to a stock purchase agreement dated June 26, 2020 (the “Second Private Placement”). The Second Private
Placement closed on June 30, 2020. The aggregate purchase price of the 312,500 shares of Common Stock was $1.0 million.
Item
4. Purpose of Transaction.
No
material change.
CUSIP
No. 74312Y202
|
13D
|
Page
5 of 6 Pages
|
Item
5. Interest in Securities of the Issuer.
Item
5 of the Initial Statement is hereby replaced in its entirety with the following:
(a)
The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon an aggregate of 11,238,359
shares of common stock issued and outstanding, including 10,925,859 shares issued and outstanding as of May 20, 2020, as reported
by the Issuer on its quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on May 20, 2020 and 312,500
shares of common stock sold to the reporting person, as reported by the Issuer on its Form 8-K filed with the Securities and Exchange
Commission on June 29, 2020, representing percentage ownership of approximately 20.04% of the shares of Common Stock outstanding.
Mr.
Tsang, as the sole director and shareholder of Malven, may be deemed to beneficially own the 2,251,737 shares of Common Stock
beneficially owned by Malven, representing percentage ownership of approximately 20.04% of the shares of Common Stock outstanding.
(b)
Malven and Mr. Tsang share voting and dispositive power over the 2,251,737 shares of Common Stock they may be deemed to beneficially
own.
(c)
The response to Item 3 hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons.
All of such transactions were effected in the open market, except as otherwise noted.
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the shares of Common Stock.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item
6 of the Initial Statement is hereby replaced in its entirety with the following:
On
April 27, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint
filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required
by applicable law. A copy of this agreement is attached as an exhibit to the Initial Statement and is incorporated herein by reference.
Other
than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item
7. Material to be Filed as Exhibits.
No
material change.
CUSIP
No. 74312Y202
|
13D
|
Page
6 of 6 Pages
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and accurate.
DATED:
July 28, 2020
|
By:
|
/s/
Pui Lan Patrick Tsang
|
|
|
Pui
Lan Patrick Tsang
|
|
|
|
|
Malven
Group Limited
|
|
|
|
|
By:
|
/s/
Pui Lan Patrick Tsang
|
|
Name:
|
Pui
Lan Patrick Tsang
|
|
Title:
|
Director
|
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