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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

 

Date of Report (Date of earliest event reported): March 24, 2025

 

 

 

55 E. Monroe Street, Suite 2120, Chicago, Illinois 60603

(Address of principal executive offices)  

 

Registrant’s telephone number, including area code: (312) 614-0950

 

 

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):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

As previously reported on a Current Report Form 8-K dated December 23, 2024, on December 19, 2024, Professional Diversity Network, Inc. (the “Company”) entered into a stock purchase agreement (the “Agreement”) with Aurous Vertex Limited (the “Investor”), a British Virgin Islands company, in connection with the purchase by the Investor of 2,500,000 shares of common stock of the Company (the “Common Stock”). The closing of the transaction took place on December 23, 2024 (the “Initial Closing”). Pursuant to the Agreement and subject to the conditions outlined in the Agreement, the Investor has an option to purchase an additional 1,000,000 shares of Common Stock (the “Second Closing Shares”) at a subsequent closing (the “Second Closing”).

 

Pursuant to the Agreement, the Investor may elect to exercise this option by delivering written notice to the Company at any time (a) after the Company has received the requisite stockholder approval (the “Stockholder Approval”) of the issuance and sale of the Second Closing Shares under applicable listing rules of the Nasdaq Stock Market, and (b) on or before the later of (i) the 90th day following the Initial Closing and (ii) the 10th day following the receipt of Stockholder Approval, but in no event after June 30, 2025. The purchase price per share of the Second Closing Shares will be the lesser of (a) $0.60 per share and (b) the closing price of the Common Stock on the date that Investor delivers its written notice to the Company of its election to purchase the Second Closing Shares as described above.

 

The Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing is only a brief description of the material terms of the Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

 

On February 25, 2025, the Investor delivered a Written Notice to the Company exercising its option to purchase the Second Closing Shares at a purchase price per share of $0.3385, the closing price of the Company’s Common Stock on February 25, 2025.

 

On March 7, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, which effects a reverse stock split at a ratio of 10-to-1, effective on March 13, 2025 (the “Reverse Split”).

 

Upon the satisfaction or waiver of the closing conditions, the Second Closing took place on March 24, 2025 upon the issuance of the Second Closing Shares, as adjusted for the Reverse Split.

 

The offer and sale of the Second Closing Shares is exempt from registration due to the exemption for offshore transactions found in ‎Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as ‎amended (the “Securities Act”), and other exemptions from the registration requirements of the Securities Act. ‎The Company relied, in part, upon representations that the Investor was not in the United States at the time of the ‎purchase and is not, and is not acting for the benefit of, a U.S. Person as defined in Rule 902(k) under Regulation S ‎under the Securities Act.‎

 

 

Item 9.01.         Financial Statements and Exhibits.

 

 

Exhibit No.    Description

 

 

 

 

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.