Current Report Filing (8-k)
May 27 2022 - 4:19PM
Edgar (US Regulatory)
0001546296
false
0001546296
2022-05-24
2022-05-24
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xbrli:shares
iso4217:USD
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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): May 24, 2022
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
May 24, 2022, Professional Diversity Network, Inc. (the “Company”) received a written notification (the “Notice”)
from The NASDAQ Stock Market (“NASDAQ”) stating that the Company is not in compliance with NASDAQ Listing Rule 5550(a)(2)
because for the last 30 consecutive business days the closing bid price of the Company’s common stock was below the $1.00 per share
minimum required for listing on NASDAQ. The Notice has no immediate effect on the listing or trading of the Company’s common stock
on the NASDAQ Capital Market.
As
stated in the Notice, NASDAQ Listing Rules provide the Company a compliance period of 180 calendar days (i.e., until November 21, 2022)
in which to regain compliance, and the Company will regain compliance if the closing bid price of its common stock is $1.00 per share
or higher for a minimum period of ten consecutive business days during this compliance period. In the event the Company does not regain
compliance, the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement
for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of
the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance
period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, NASDAQ will inform the Company that
it has been granted an additional 180 calendar days. However, if it appears to the staff of NASDAQ that the Company will not be able
to cure the deficiency, or if the Company is otherwise not eligible, NASDAQ will provide notice that its securities will be subject to
delisting.
The
Company intends to continue to monitor the closing bid price of its common stock and to assess its options for maintaining the listing
of its common stock on the Nasdaq Capital Market. The Company will consider all available options to regain compliance with the minimum
bid price requirement.
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:
May 27, 2022 |
/s/
Adam He |
|
Adam
He, Chief Executive Officer |
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