Current Report Filing (8-k)
17 September 2019 - 7:32AM
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): September 16, 2019
Professional
Diversity Network, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-35824
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80-0900177
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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801 W. Adams Street, Sixth Floor, Chicago, Illinois 60607
(Address of principal executive offices)
Registrant’s
telephone number, including area code: (312) 614-0950
N/A
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(Former
name or former address, if changed since last report)
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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):
[ ]
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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 [ ]
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As
previously disclosed, on April 24, 2019 Professional Diversity Network, Inc. (the “Company”) received a letter from
The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum stockholders’
equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies
to maintain stockholders’ equity of at least $2.5 million. In the Company’s Annual Report on Form 10-K for the period
ended December 31, 2018, the Company reported stockholders’ equity of $(1,110,788), which is below the minimum stockholders’
equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1).
As
previously disclosed, on July 16, 2019 Professional Diversity Network, Inc. (the “Company”) received a letter from
Nasdaq (the “Nasdaq Extension Letter”) stating that the Nasdaq staff granted the Company an extension until September
16, 2019 to regain compliance with NASDAQ Listing Rule 5550(b).
Since
the receipt of the Nasdaq Extension Letter, the Company has closed the following private placement transactions (the “Private
Placements”): (i) on August 6th, 2019 the Company closed a private placement with an individual investor based in the People’s
Republic of China (“China”), pursuant to which the Company issued 1,142,857 shares of the Company’s common stock
for $1.75 per share for gross proceeds of $2,000,000; (ii) on September 10th, 2019, the Company closed a private placement with
an individual investor based in China, pursuant to which the Company issued 442,830 shares of the Company’s common stock
for $1.58 per share for gross proceeds of $699,672.55; (iii) on September 10th, 2019 the Company closed a private placement with
an individual investor based in China, pursuant to which the Company issued 189,873 shares of the Company’s common stock
for $1.58 per share for gross proceeds of $300,000; and (iv) on September 13th, 2019 the Company closed a private placement with
EGBT Foundation Ltd., a Singapore public company limited by guarantee (“EGBT”), pursuant to which EGBT purchased 1,265,823
shares of common stock of the Company at a price of $1.58 per share for gross proceeds of $2,000,000.00. The shareholders’
equity of the Company as of September 16th, 2019 is $3,662,223. The Company believes that as of September 16th, 2019 the Company
has regained compliance with NASDAQ Listing Rule 5550(b) as a result of the Private Placements.
Nasdaq
will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at
the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting. The Company
intends to pursue other transactions in the near term, including without limitation, equity financing transactions and/or
acquisitions, to further shore up the Company’s shareholders’ equity.
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.
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Professional
Diversity Network, Inc.
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Date:
September 16, 2019
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/s/
Adam He
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Adam
He, Chief Financial Officer
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