Current Report Filing (8-k)
June 14 2019 - 5:19PM
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) June 11, 2019
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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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 [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. [ ]
Item
1.01 Entry into a Material Definitive Agreement
Professional
Diversity Network, Inc. (the “Company”) entered into a Stock Purchase Agreement dated June 11, 2019, with one purchaser
(the “Purchaser”). Pursuant to the Purchase Agreement the Purchaser agreed to purchase 500,000 shares (the “Shares”)
of the Company’s restricted common stock for $2.20 per share for gross proceeds of $1,100,000 (the “Purchase
Price”). The Purchase Price was received by the Company on June 14, 2019.
The
issuance of the Shares is exempt from registration pursuant to Regulation S under the Securities Act of 1933, as
amended.
The
foregoing description of the terms of the Purchase Agreement does not purport to be complete and is subject to, and qualified
in its entirety by reference to the forms of the Purchase Agreement, which is filed herewith as Exhibit 99.1 is incorporated herein
by reference.
This
Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities,
nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item
3.02 Unregistered Sales of Equity Securities
The
disclosure set forth in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02.
On
June 14, 2019, the Company issued 209,205 shares upon conversion of an outstanding promissory note in the principal amount of
$500,000 (the “Note”). As a result of the conversion, the Note has been satisfied and is no longer outstanding.
Item
8.01 Other Events.
As a result of the receipt of the Purchase
Price and the satisfaction of the Note, the Company’s stockholders equity increased by $1,600,000 and is now $(265,000).
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
99.1
Form of the
Stock Purchase Agreement
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:
June 13, 2019
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PROFESSIONAL
DIVERSITY NETWORK, INC.
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By:
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/s/
Adam He
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Adam
He
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Chief
Financial Officer
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