Current Report Filing (8-k)
January 11 2023 - 8:01AM
Edgar (US Regulatory)
0001546296
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0001546296
2023-01-09
2023-01-09
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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): January 9, 2023
PROFESSIONAL
DIVERSITY NETWORK, INC. |
(Exact
name of registrant as specified in its charter) |
Delaware |
|
001-35824 |
|
80-0900177 |
(State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
55
East Monroe Street, Suite 2120, Chicago, Illinois 60603
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (312) 614-0950
N/A |
(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 (see General Instruction A.2. below):
☐ |
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)) |
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 |
|
IPDN |
|
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
8.01. Other Events.
On
January 9, 2023, Expo Experts Events, LLC (the “Subsidiary”), a wholly-owned subsidiary of Professional Diversity Network,
Inc. (“PDN”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Expo Experts, LLC,
an Ohio limited liability company engaged in the business of hosting career expos across North America (the “Seller”),
to acquire substantially all of the assets of the Seller (the “Transaction”). The closing of the Transaction took place simultaneously
with the signing of the Asset Purchase Agreement.
At
the closing of the Transaction, the two principals of the Seller, Ms. Susan Vogt and Ms. Carrie Dunham (the “Seller Principals”),
received shares of PDN’s common stock equivalent in value to Two Hundred Thousand Dollars ($200,000.00) based on the volume
weighted average price as of twenty (20) days prior to the closing date. The shares were issued as restricted securities in a transaction
exempt from registration under the Securities Act of 1933 and represented approximately 1% of PDN’s outstanding shares of common
stock. At the closing, the Seller Principals also entered into customary employment agreements with the Subsidiary.
On
January 11, 2023, PDN issued a press release announcing the Transaction, and a copy of the press release is attached hereto as Exhibit
99.1.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
99.1 Press Release of Professional Diversity Network, Inc., dated January 11, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
|
Professional
Diversity Network, Inc. |
|
|
Date:
January 11, 2023 |
/s/
Adam He |
|
Adam
He, Chief Executive Officer |
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