Form 8-K Professional Diversity For: Dec 10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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
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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 3.02 Unregistered Sales of Equity Securities
On December 10, 2023, Professional Diversity Network, Inc. (the “Company”) entered into a stock purchase agreement (the “Agreement”) with Cosmic Forward Limited (“CFL”), an existing stockholder of the Company, in connection with the purchase by CFL of 122,670 shares of common stock of the Company (the “Shares”) at a price of approximately $1.63 per share (representing a 20% discount of the 5-day moving average price of the common stock immediately prior to the execution date) for aggregate gross proceeds of $200,000. The proceeds will be used for general working capital purposes. The closing of the transaction took place on December 11, 2023. Immediately prior the transaction, CFL owned beneficially and of record approximately 23% of the total outstanding shares of the Company’s common stock, and immediately after the transaction such ownership percentage is increased to approximately 24%.
The issuance of the Shares is exempt from registration due to the exemption found in Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The sale was an offshore transaction since the offeree/purchaser was outside the United States at the time of the purchase. Further, there were no directed selling efforts of any kind made in the United States either by the Company or any affiliate or other person acting on the Company’s behalf in connection with the offering. All offering materials and documents used in connection with the offers and sales of the securities included statements to the effect that the securities have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Securities Act or an exemption therefrom is available, and that hedging transactions involving the Shares may not be conducted unless in compliance with the Securities Act. The purchaser certified that it is not a U.S. person (as that term is defined in Regulation S) and is not acquiring the Shares for the account or benefit of any U.S. person and agreed to resell the Shares only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration. The Shares sold are restricted securities and the certificates representing the Shares will be affixed with a standard restrictive legend, which states that the Shares cannot be sold without registration under the Securities Act or an exemption therefrom.
A copy of the form of the Agreement is attached hereto as Exhibits 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 | Form of Stock Purchase Agreement between the Registrant and Cosmic Forward Limited | |
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.
Date: December 14, 2023 | PROFESSIONAL DIVERSITY NETWORK, INC. | |
By: | /s/ Xin (Adam) He | |
Name: Xin (Adam) He Title: Chief Executive Officer |
ATTACHMENTS / EXHIBITS
INLINE XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
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