Current Report Filing (8-k)
January 23 2023 - 9:01AM
Edgar (US Regulatory)
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2023-01-20
2023-01-20
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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): January 20, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, (i) on May 24, 2022, Nasdaq Listing Qualifications staff (“Nasdaq Staff”) notified the Company that
it no longer complied with the minimum bid price requirement under Listing Rule 5550(a)(2), (ii) on November 22, 2022, Nasdaq Staff notified
the Company that it had determined to delist the Company as it did not comply with bid price requirement for listing on The Nasdaq Stock
Market (“Nasdaq”), and (iii) on November 24, 2022, the Company requested a hearing, which was held on January 5, 2023. Also
as previously disclosed, in order to comply with the Nasdaq minimum bid price requirement, the Company effected a 2 for 1 reverse stock
split, effective January 4, 2023.
On
January 20, 2023, the Company received a letter from Nasdaq Hearings Panel’s (the “Panel”) confirming that the Company
has regained compliance with the bid price requirement in Nasdaq Listing Rule 5550(a)(2) and meets all other applicable continued listing
requirements to remain listed in Nasdaq. The Panel has also determined to impose a Panel Monitor on the Company until October 20, 2023.
If at any time before the end of the monitor period, Nasdaq Staff or the Panel determines that the Company has failed to meet the minimum
bid price requirement (that is, the Company has had a closing bid price under $1.00 for a period of 30 consecutive trading days), or
any other requirement for continued listing on Nasdaq, Nasdaq Staff will issue a Delist Determination and the Hearings Department of
Nasdaq will promptly schedule a new hearing, with the initial Hearings Panel or a newly convened Hearings Panel if the initial Hearings
Panel is unavailable. During the monitor period, the Company will be under an obligation to notify the Panel immediately, in writing,
in the event its bid price falls below the minimum requirement for any reason, of if the Company falls out of compliance with any applicable
continued listing 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:
January 23, 2023 |
/s/
Adam He |
|
Adam
He, Chief Executive Officer |
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