Current Report Filing (8-k)
July 29 2020 - 9:02AM
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): July 27, 2020
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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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
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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
1.01 Entry into a Material Definitive Agreement.
On
July 27, 2020, Professional Diversity Network, Inc. (“PDN”), entered into a Securities Purchase Agreement (the
“Agreement”) with institutional accredited investors.
Pursuant
to the Agreement, PDN offered and sold 1,481,484 shares of Common Stock (the “Shares”) at a per share price equal
to $1.35 for gross proceeds of $2,000,003.40 pursuant to its Registration Statement on Form S-3 (Registration Statement No. 333-227249)
(the “Transaction”).
The
Agreement contains customary conditions, representations and warranties and covenants of each party for a transaction of this
type. The closing of the Transaction is expected to close on or about July 29, 2020, subject to satisfaction of customary closing
conditions.
The
foregoing description of the offer and sale of the Shares does not purport to be complete and is qualified in its entirety by
reference to the Agreement.
A
copy of the form of the Agreement is attached hereto as Exhibits 10.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On July 27, 2020, the Company issued a
press release announcing the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
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.
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Professional
Diversity Network, Inc.
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Date:
July 29, 2020
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/s/
Adam He
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Adam
He, Chief Executive Officer
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