Current Report Filing (8-k)
September 30 2022 - 9:01AM
Edgar (US Regulatory)
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0001546296
2022-09-27
2022-09-27
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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): September 27, 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
1.01 Entry Into a Material Definitive Agreement
On
September 27, 2022, Professional Diversity Network, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”)
with Koala Malta Limited, a private limited liability company registered under the laws of Malta (the “Seller”).
The
closing of the SPA (the “Closing”) took place simultaneously with the execution of the SPA. At the Closing, the Company purchased
65,700 issued ordinary shares of Koala Crypto Limited (the “Target”) from Seller, representing 9% of the total issued share
capital of the Target (the “Transaction”), and in exchange, the Company issued 1,726,784 shares of its common stock to Seller
in a private placement (the “Consideration Shares”). The Consideration Shares were valued at $1.35 million in the aggregate
based on the volume weighted average price of the common stock of the Company for the 20 trading days immediately prior to the date of
the SPA.
The
SPA contains representations, warranties and covenants customary for a transaction of this nature, as well as certain indemnification
obligations of the parties thereto for breaches of representations, warranties and covenants. The foregoing summary description
of the SPA and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference
to the full text of the SPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, the terms of which are incorporated
by reference herein.
At
the Closing, the Company, the Seller and the Target also entered into a Shareholders’ Agreement, a copy of which is attached as
Exhibit 10.2 to this Current Report on Form 8-K, the terms of which are incorporated by reference herein. The Shareholders’ Agreement
imposes certain transfer restrictions on the Seller and the Company as shareholders of the Target, provides for certain governance and
approval rights among the parties, and gives the Company a put option with respect to its investment in the Target in the event of a
change of control of the Seller. At the same time, Alan Tak Wai Yau, an individual and the majority shareholder of Koala Capital Limited,
which is the parent company of the Seller (“Koala Capital”), provided the Company with a share charge over 15% of the issued
share capital of Koala Capital (the “Share Charge”) and Koala Capital provided the Company with a guaranty and indemnity
(the “Guarantee”), which Share Charge and Guarantee were granted as security for a number of the Seller’s obligations
as set forth therein, including obtaining the lifting of the voluntary suspension of the Target’s virtual financial assets license
by the Malta Financial Services Authority by December 31, 2022. The Share Charge and the Guarantee are attached as Exhibits 10.3 and
10.4 to this Current Report on Form 8-K, respectively, the terms of which are incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities
Information
disclosed in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference.
The
issuance of the Consideration Shares was exempt from registration under the Securities Act of 1933, as amended (the “Securities
Act”) pursuant to one or more exemptions from such requirements including Regulation D and/or Regulation S promulgated under the
Securities Act. The Consideration Shares sold are restricted securities and the certificates representing the Consideration Shares will
be affixed with a standard restrictive legend, which states that the Consideration Shares cannot be sold without registration under the
Securities Act or an exemption therefrom.
Item
7.01. Regulation FD Disclosure.
On
September 30, 2022, the Company issued a press release announcing the Transaction, a copy of which is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No. |
|
Description |
10.1
|
|
Stock Purchase Agreement, dated September 27, 2022 |
10.2
|
|
Shareholders’ Agreement, dated September 27, 2022 |
10.3
|
|
Charge over Shares, dated September 27, 2022 |
10.4
|
|
Guarantee and Indemnity, dated September 27, 2022 |
99.1
|
|
Press Release, dated September 30, 2022 |
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:
September 30, 2022 |
/s/
Adam He |
|
Adam
He, Chief Executive Officer |
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