Current Report Filing (8-k)
July 15 2021 - 9:01AM
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 15, 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
As
previously disclosed, on May 21, 2021, Professional Diversity Network, Inc. (the “Company”) received a letter (the “Nasdaq
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.
On
July 9, 2021, the Company closed the registered direct offering (the “Transaction”), pursuant to which certain institutional
accredited investors purchased 1,470,588 shares of the Company’s common stock, par value $0.01 per share (the “Shares”),
at a per share price equal to $1.70 for gross proceeds of $2,499,999.60, pursuant to its Registration Statement on Form S-3 (Registration
Statement No. 333-227249).
As
a result of the Transaction, the stockholders’ equity of the Company as of July 9, 2021 is approximately $2.9 million (unaudited).
The Company therefore believes that as of the date hereof the Company has regained compliance with Nasdaq Listing Rule 5550(b).
Nasdaq
will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of
its next periodic report the Company does not evidence compliance, it may be subject to delisting. The Company intends to pursue other
transactions in the near term, including without limitation equity financing transactions and/or acquisitions, to further shore up the
Company’s stockholders’ equity.
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 15, 2021
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/s/
Adam He
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Adam
He, Chief Executive Officer
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