Securities Registration: Employee Benefit Plan (s-8)
June 16 2022 - 5:04AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on June 15, 2022
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Professional
Diversity Network, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
80-0900177 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
|
|
|
55
East Monroe Street, Suite 2120
Chicago,
Illinois |
|
60603 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Amended
and Restated Professional Diversity Network, Inc. 2013 Equity Compensation Plan
(Full
title of the plan)
Xin
(Adam) He
Chief
Executive Officer
55
East Monroe Street, Suite 2120
Chicago,
Illinois 60603
(Name
and address of agent for service)
(312)
614-0950
(Telephone
number, including area code, of agent for service)
With
Copy to:
Locke
Lord LLP
111
South Wacker Drive, Suite 4100
Chicago,
Illinois 60606
(312)
443-0700
Attention:
Charles Wu
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☐ |
Large
accelerated filer |
☒ |
Non-accelerated
filer |
☐ |
Emerging
growth company |
|
|
|
|
|
|
☐ |
Accelerated
filer |
☒ |
Smaller
reporting 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 7(a)(2)(B) of the Securities Act ☐.
EXPLANATORY
NOTE
Registration
of Additional Securities
This
Registration Statement on Form S-8 is being filed for purposes of registering an additional 425,473 shares of common stock, $0.01
par value (the “Common Stock”) of Professional Diversity Network, Inc. (the “Company”), that may be issued pursuant
to the Amended and Restated Professional Diversity Network, Inc. 2013 Equity Compensation Plan (as amended and restated, the “2013
Plan”). These additional shares are authorized for issuance under the 2013 Plan as a result of amendments to the 2013 Plan that
were approved by the Company’s shareholders on June 26, 2017, November 8, 2018 and June 14, 2021. The shares registered hereunder
exclude 849,527 shares of Common Stock previously issued under the 2013 Plan to directors, officers, and certain employees of
the Company in transactions exempt from the registration requirements of the Securities Act of 1933, as amended. In accordance with applicable
guidance of the Securities and Exchange Commission (the “Commission”), the number of shares registered hereunder includes
shares underlying outstanding but unexercised stock options granted under the 2013 Plan.
In
accordance with General Instruction E to Form S-8, the contents of the previous Registration Statements on Form S-8 filed by the Company
with the Commission on March 31, 2015 (File No. 333-203156) and May 16, 2016 (File No. 333-211382) are incorporated by reference into
this Registration Statement except to the extent amended or updated hereby.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
following documents filed by the Company with the SEC are incorporated herein by reference into this Registration Statement:
|
1. |
The
Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 31, 2022 and the Company’s
Quarterly Report on Form 10-Q for the period ended March 31, 2022 filed with the SEC on May 16, 2022; |
|
|
|
|
2. |
The
Company’s Current Reports on Form 8-K filed with the SEC on January 31, 2022, March 31, 2022, April 4, 2022, May 16, 2022,
May 27, 2022, June 6, 2022 and June 9, 2022; and |
|
|
|
|
3. |
The
description of the Company’s Common Stock, contained in Exhibit 4.2 to the Company’s Registration Statement on Form S-3
filed with the SEC on October 18, 2021 (File No. 333-260316). |
All
other reports and documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents; provided that, the Company is not incorporating any documents
or information that is deemed furnished and not filed in accordance with the rules and regulations promulgated by the SEC.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item
8. Exhibits
* |
Filed
herewith. |
|
|
+ |
Indicates
management contract or compensatory plan, contract or arrangement. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, Illinois, on June 15, 2022.
|
Professional
Diversity Network, Inc. |
|
|
|
By: |
/s/ Xin
(Adam) He |
|
Name: |
Xin
(Adam) He |
|
Title: |
Chief
Executive Officer (Principal Executive Officer) |
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints each of Xin (Adam) He and Larry
S. Aichler, or either of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting said attorney-in-fact and agent, and either of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or either
of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
/s/
Xin (Adam) He |
|
Chief
Executive Officer |
|
June
15, 2022 |
Xin
(Adam) He |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Larry S. Aichler |
|
Chief
Financial Officer |
|
June
15, 2022 |
Larry
S. Aichler |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/
Hao Zhang |
|
Chair
of Board and Director |
|
June
15, 2022 |
Hao
Zhang |
|
|
|
|
|
|
|
|
|
/s/
Courtney C. Shea |
|
Director |
|
June
15, 2022 |
Courtney
C. Shea |
|
|
|
|
|
|
|
|
|
/s/
Grace Reyes |
|
Director |
|
June
15, 2022 |
Grace
Reyes |
|
|
|
|
|
|
|
|
|
/s/
Michael Belsky |
|
Director |
|
June
15, 2022 |
Michael
Belsky |
|
|
|
|
|
|
|
|
|
/s/
Scott Liu |
|
Director |
|
June
15, 2022 |
Scott
Liu |
|
|
|
|
Professional Diversity N... (NASDAQ:IPDN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Professional Diversity N... (NASDAQ:IPDN)
Historical Stock Chart
From Jul 2023 to Jul 2024