Current Report Filing (8-k)
August 30 2021 - 8:20AM
Edgar (US Regulatory)
0001546296
false
Professional Diversity Network, Inc.
0001546296
2021-08-30
2021-08-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August 30,
2021
PROFESSIONAL
DIVERSITY NETWORK, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
|
001-35824
|
|
80-0900177
|
(State
of other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
Number)
|
55
E. Monroe Street, Suite 2120, Chicago, Illinois
|
|
60603
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
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:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
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
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock, $.01 par value
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IPDN
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|
The
NASDAQ Stock Market LLC
|
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On
August 26, 2021, the Board of Directors (the “Board”) of Professional Diversity Network, Inc. (the “Company”)
appointed Mr. Larry Aichler (“Executive” or “Mr. Aichler”) to serve as the Company’s Chief Financial Officer,
effective September 1, 2021. Executive has been employed by the Company as Director of Finance (and Interim Chief Financial Officer)
pursuant to an offer letter dated April 6, 2021
Larry
Aichler, age 54, has served as our Interim Chief Financial Officer since April 2021. Mr. Aichler has over twenty-five years of accounting
experience, primarily focused in such areas as technical accounting and guidance, U.S. Securities and Exchange reporting, financial reporting,
and risk management. Prior to joining us, Mr. Aichler recently served as Managing Director of Financial Reporting for International Speedway
Corporation from 2008 to 2021. Mr. Aichler also worked as an auditor for Ernst & Young. Mr. Aichler received his Bachelors of Science
in Accounting from the University of Southern California and is a Certified Public Accountant licensed by the Commonwealth of Massachusetts.
On
August 26, 2021 (the “Effective Date”), the Company entered into an employment agreement (the “Employment
Agreement”) with Mr. Aichler. Under the Employment Agreement, Mr. Aichler will receive an annual base salary of $160,000. Mr.
Aichler will be eligible to receive an annual bonus in an amount to be determined by the Company in its sole discretion based on its
assessment of the Company’s and Executive’s performance (such bonus amount will not exceed $80,000 annually). Mr. Aichler
will also participate in all benefit plans and programs, subject to certain conditions and exceptions, as are generally provided by the
Company to its full-time employees.
The
description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement filed herewith as Exhibit
10.1. Mr. Aichler has no family relationships with any of the Company’s directors or executive officers, and there are no arrangements
or understandings pursuant to which Mr. Aichler was appointed to his position. There are no related party transactions between the Company
and Mr. Aichler reportable under Item 404(a) of Regulation S-K.
Item
9.01 Financial Statements and 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.
Date:
August 30, 2021
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PROFESSIONAL
DIVERSITY NETWORK, INC.
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|
|
|
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By:
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/s/
Xin (Adam) He
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Xin
(Adam) He
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|
|
Chief
Executive Officer
|
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