Current Report Filing (8-k)
05 January 2023 - 1:01AM
Edgar (US Regulatory)
0001546296
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--12-31
0001546296
2023-01-03
2023-01-03
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): January 4, 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
E. 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 3.03. |
Material Modifications
to Rights of Security Holders. |
As
previously disclosed in a Current Report on Form 8-K filed on November 28, 2022, the Company’s stockholders approved an amendment
to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split (the “Reverse Stock Split”)
of the Company’s common stock, par value $0.01 per share (the “Common Stock”), between the range of 1.5 to 1 and 5
to 1 at the direction of the management (the “Split Ratio”), depending upon which exact ratio is deemed necessary and desirable
to achieve a minimum share price of at least $1.00 per share in the market trading price of the Common Stock and which may
be done more than one time to achieve such minimum price, and to cash out resulting fractional shares.
On
January 3, 2023, the board of directors of the Company (the “Board”) adopted resolutions by unanimous written consent, pursuant
to which the Board determined that it is advisable and in the best interests of the Company to fix the Split Ratio at 2 to 1.
On
January 3, 2023, the Company, filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary
of State of the State of Delaware (the “Certificate of Amendment”), which effects the Reverse Stock Split at a ratio of 2
to 1, and such Certificate of Amendment will become effective as of 12:01 am,
on January 5, 2023
(the “Effective Time”).
As
a result of the Reverse Stock Split, every two shares of Common Stock will be combined into one share of Common Stock and the total number
of shares of Common Stock outstanding will be reduced from approximately 18 million shares to approximately 9 million shares. Stockholders
who otherwise would be entitled to receive fractional shares because they held a number of shares not evenly divisible by the ratio of
the Reverse Stock Split will automatically be entitled to receive cash in lieu of such fractional shares.
Trading
of the Company’s common stock on The NASDAQ Capital Market on a split-adjusted basis is expected to begin on
January 5, 2023. The Company’s new
Common Stock will continue to be traded under the symbol IPDN. A new CUSIP number has been issued for the Company’s new Common
Stock (74312Y301) to replace the old CUSIP number (74312Y202). The Company’s stockholders should not send their stock
certificates to the Company. Stockholders will be notified by the Company’s transfer agent, Continental Stock Transfer and
Trust, regarding the process for exchanging existing stock certificates representing pre-split shares.
The
above description of the Certificate of Amendment and the Reverse Stock Split is qualified in its entirety by reference to the Certificate
of Amendment, a copy of which is attached hereto as Exhibit 3.1.
| Item 5.03. |
Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year. |
On
January 3, 2023, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, a copy of which
is attached hereto as Exhibit 3.1 and incorporated herein by reference, to effect the Reverse Stock Split. The description of the Certificate
of Amendment and the Reverse Stock Split set forth in Item 3.03 of this Current Report is incorporated herein by reference.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
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.
| |
|
Professional
Diversity Network, Inc. |
| |
|
|
| Date:
January 4, 2023 |
|
/s/
Adam He |
| |
|
Adam
He, Chief Executive Officer |
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