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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): December
10, 2023
Professional
Diversity Network, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
001-35824 |
|
80-0900177 |
(State
of other Jurisdiction of
Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
55
E. Monroe Street, Suite
2120, Chicago,
Illinois |
|
60603 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (312)
614-0950
(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:
☐ |
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
3.02 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
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 |
Exhibit
10.1
STOCK
PURCHASE AGREEMENT
(Non-U.S.
Purchaser)
FOR
PROFESSIONAL
DIVERSITY NETWORK, INC.
CONFIDENTIAL
DOCUMENT: By receiving and signing this Stock Purchase Agreement, the recipient acknowledges and agrees that (i) all of the information
contained herein is confidential and shall not be disclosed to any third party; provided, however, that this confidentiality obligation
shall not apply to any such information that (a) is part of the public knowledge or literature or (b) becomes part of the public knowledge
or literature (other than by reason of a breach of this provision), (ii) the information contained in this document may constitute “material
non-public information” within the meaning of the United States federal securities laws and, accordingly, except as contemplated
by this document, the recipient shall not buy, sell or trade the securities of the Company (as defined below) or make recommendations
to other person(s) under circumstances in which it is reasonably foreseeable that such person(s) are likely to buy, sell or trade the
Company’s securities until the earlier of (1) one day after the Company publicly discloses the completion of the transactions contemplated
by this Stock Purchase Agreement or (2) the Company informs you that the transactions contemplated by this Stock Purchase Agreement have
been terminated, (iii) the recipient will not reproduce this document, in whole or in part; (iv) if the recipient does not wish to pursue
an investment in the Company, it will return this document to the Company or destroy this document as soon as practicable, together with
any other material relating to the Company which the recipient may have received from the Company; and (iv) any proposed actions by the
recipient which are inconsistent in any manner with the foregoing agreements will require the prior written consent of the Company.
STATUS
UNDER UNITED STATES SECURITIES LAWS: The Shares referred to herein have not been registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), or any other securities laws, and may not be offered or sold in the United States or to U.S.
persons (as such term is defined in Regulation S under the Securities Act, which includes a resident of the United States holding a “Green
Card” or other forms of residency) unless such securities are registered under the Securities Act or an exemption from the registration
requirements of the Securities Act is available. Any representation to the contrary is a criminal offense. No transfer of the Shares
shall be valid or effective unless (a) such transfer is made pursuant to an effective registration statement under the Securities Act
and in compliance with any applicable securities laws, or (b) the Holder shall deliver to the Company an opinion of counsel in form and
substance reasonably acceptable to the Company that such proposed transfer is exempt from the registration requirements of the Securities
Act and of any applicable securities laws, whether pursuant to the provisions of Regulation S promulgated under the Securities Act or
otherwise. Hedging transactions involving shares of the Company’s Common Stock are prohibited, unless such transactions are conducted
in compliance with the Securities Act. Any person acting contrary to the foregoing restrictions may place such person and the Company
in violation of United States or other securities laws.
HONG
KONG WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong or the United Kingdom. You
are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should
obtain independent professional advice.
香港警告:
本文件内容并未被香港或英国有关管理机构审阅.
建议读者在处理此私募要约时谨慎从事.
如您对本文件任何内容有任何疑问, 您应该自己寻找独立的专业咨询.
SUBSCRIPTION
INSTRUCTIONS
1. | Disclosure;
Access to information. The Investor has been furnished with all materials relating to the
business, finances and operations of the Company and materials relating to the offer and
sale of the Securities that have been reasonably requested by the Investor, including, without
limitation, the SEC Reports (as defined below). The Investor understands that its investment
in the Securities involves a high degree of risk. The Investor (i) is able to bear the economic
risk of an investment in the Securities including a total loss, (ii) has such knowledge and
experience in financial and business matters that it is capable of evaluating the merits
and risks of the proposed investment in the Securities and (iii) has had an opportunity to
ask questions of and receive answers from the officers of the Company concerning the financial
condition and business of the Company and others matters related to an investment in the
Securities. Neither such inquiries nor any other due diligence investigations conducted by
the Investor or its representatives shall modify, amend or affect the Investor's right to
rely on the Company's representations and warranties contained in Section 3 below. The Investor
has sought such accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to its acquisition of the Securities. |
2. | Please
read this Stock Purchase Agreement, which includes and incorporates by reference the attached
Terms and Conditions for Purchase of Shares (Annex I). |
3. | If
you wish to subscribe for the purchase of the Shares, please complete and execute this document
and submit your cash payment, as follows: |
| (a) | Insert
the number of Shares that you wish to purchase, as well as the aggregate purchase price,
on the signature page of this Stock Purchase Agreement. |
| (b) | Fully
execute the signature page of this Stock Purchase Agreement. |
| (c) | Fully
complete the “Stock Certificate Information” and “Purchaser Information”
immediately following the signature page. |
| (d) | Send
the foregoing executed documents to the Company at the following address: |
Professional
Diversity Network, Inc.
Attention:
Mr. Adam He
55
E. Monroe Street, Suite 2120
Chicago,
Illinois 60603
United
States of America
Note
Regarding Electronic Transmissions: A subscription is not complete until original documents with original signatures are received.
Please send all original documents via courier to the address set forth above, even if you also elect to electronically transmit documents.
Please
send your cash payment equal to the aggregate purchase price indicated on the signature page of this Stock Purchase Agreement via wire
transfer as indicated on Page 5 hereof.
4. | Once
submitted, a subscription may not be revoked, cancelled or terminated by the Purchaser. |
5. | The
Company expects to complete the closing of the purchase and sale of the Shares with Purchasers
on or about December 10, 2023 (the “Closing Date”), if you wish to subscribe
for the purchase of the Shares as described in this Stock Purchase Agreement, you should
submit the documents described above, together with your cash payment, as soon as possible.
The Company may in its discretion elect to extend the offering period beyond the Closing
Date, but the Closing Date reflects the Company’s current expectations. Note that the
Company may, in its sole discretion, determine at any time not to proceed with the offering,
in which event your subscription funds will be returned to you, without interest. |
6. | The
Purchaser’s subscription to purchase the Shares specified in this Stock Purchase Agreement
shall not be effective until such time as it is accepted by the Company. The subscription
proceeds will be held by the Company pending acceptance of this Stock Purchase Agreement
by the Company. In the event that the Purchaser’s subscription is not accepted by the
Company, the Company will promptly return the aggregate purchase price submitted by the Purchaser,
without interest, to the address indicated below under “Purchaser Information.” |
WIRE
TRANSFER INSTRUCTIONS
Please
send your cash payment equal to the aggregate purchase price indicated on the signature page of this Stock Purchase Agreement via wire
transfer as indicated below.
PDN’s
ACH/Wiring Instructions:
Beneficiary’s
Name: Professional Diversity Network Inc.
Beneficiary’s Address: 55 East Monroe, Suite 2120, Chicago, IL 60603, USA
(Information
omitted intentionally)
To: |
Professional Diversity Network, Inc. |
|
55 E. Monroe Street, Suite 2120 |
|
Chicago, Illinois 60603 |
|
|
From: |
The Undersigned Purchaser |
The
undersigned (the “Purchaser”), hereby confirms its agreement with you as follows:
1. This
Stock Purchase Agreement (the “Agreement”) is made as of the date set forth below between Professional Diversity Network,
Inc., a Delaware corporation (the “Company”), and the Purchaser.
2. The
Company has authorized the sale and issuance to one or more purchasers in a private placement (the “Offering”) of 122,670
shares of common stock (the “Shares”), US$ 0.01 par value per share (“Common Stock”), subject to the terms and
conditions herein.
3. The
Company and the Purchaser agree that the Purchaser will purchase from the Company and the Company will issue and sell to the Purchaser
the number of Shares set forth on the signature page of this Agreement at a per Share purchase price equal to (i) 80% multiplied by (ii)
the moving average price of the Common Stock for the five (5) trading days immediately prior to the date hereof, rounded down to the
nearest whole share (the “Purchase Price”). The Company will determine the date upon which subscriptions (if any) will be
accepted. Upon acceptance of your subscription, and receipt of the aggregate Purchase Price, the Company shall register the Shares issued
to you in your name on the Company’s books and records. Promptly following the Closing Date and if you so request, the Company
intends to furnish you with a certificate representing the Shares that have been issued to you.
4. The
Purchaser hereby acknowledges that it has received, read and is familiar with this Agreement (consisting of these “Subscription
Pages” and Annex I) and has received, read and is familiar with the Company’s reports as filed with the SEC (except to the
extent that the information in such filings is deemed furnished, and not filed, pursuant to securities laws and regulations) (the “SEC
Reports”), including without limitation the “Risk Factors” set forth under the caption “Item 1A. Risk Factors”
commencing on the recent Form 10-K. Purchaser acknowledges that certain statements contained in the SEC Reports constitute “Forward-Looking
Statements,” as referenced under the caption “Forward-Looking Statements” set forth under the heading “Special
Note Regarding Forward-Looking Statements” in the Form 10-K and, as described therein, Purchaser acknowledges that the Company’s
actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including
the risk factors described under the caption “Risk Factors” and elsewhere in the Form 10-K. The Purchaser acknowledges that
its investment in the Shares are subject to the risk factors set forth in the Form 10-K, as well as the SEC Reports.
5. The
Purchaser hereby represents and warrants to the Company as follows:
(a)
The Purchaser is not a “U.S. person” (as such term is defined in Regulation S under the Securities Act, which includes a
resident of the United States holding a “Green Card” or other forms of residency), and is not acting for the account or benefit
of a “U.S. person.”
(b)
The Purchaser will not offer, sell, or otherwise transfer the common stock sold in this offering to a “U.S. person” (as such
term is defined in Regulation S under the Securities Act, which includes a resident of the United States holding a “Green Card”
or other forms of residency) of the United States within six month period from the date of purchase (the “distribution compliance
period”), unless the transferee certifies that it is not a “U.S. person” (including a resident of the United States
holding a “Green Card” or other forms of residency) of the United States and agree to resell only in accordance with Regulation
S and not to engage in any hedging transactions. Note that the distribution compliance period may last for one year in the event the
Company ceases to be a reporting company or ceases to be current in its SEC reporting.
(c)
The Purchaser has adequate means of providing for Purchaser’s current needs and any unexpected needs in the future even without
the funds that Purchaser might invest pursuant to this Agreement. The Purchaser neither has nor anticipates any need to sell the Shares
in the foreseeable future. The Purchaser is able to bear the economic risks of this investment, is able to hold the Shares for an indefinite
period of time, and has a sufficient net worth to sustain a loss of the entire investment in the Shares in the event that such a loss
occurs. The Purchaser’s commitment in the Shares and other non-marketable investments will not be a disproportionate part of Purchaser’s
net worth.
(d)
The Purchaser, either alone or with one or more of its representatives, has such knowledge and experience in financial and business matters
that the Purchaser is capable of evaluating the merits and risks of an investment in the Company.
(e)
The Purchaser confirms that, if requested by Purchaser, all documents, records and books pertaining to this proposed investment in the
Company have been made available to the Purchaser and his advisors, and they have made such examinations of the foregoing as the Purchaser
and his advisors have deemed necessary in connection with such investment in the Company.
(f)
The Purchaser has had an opportunity to ask questions of and receive answers from the officers of the Company concerning the terms and
conditions of this investment, and such officers of the Company have answered all such questions to the full satisfaction of the Purchaser.
(g)
The Shares will be acquired for the Purchaser’s own account for investment, and not for the account of any other person nor with
a view to resell, distribute, or participate in any distribution of the Shares in a manner which would require the registration of the
Shares under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.
(h)
The Purchaser understands that no U.S. or other securities administrator has made any finding or determination relating to the merits
or fairness of an investment in the Shares, and no such securities administrator has or will recommend or endorse any offering of the
Shares.
(i)
It has been called to the Purchaser’s attention, both in this Agreement and by those individuals with whom the Purchaser has dealt
in connection with investing in the Company, that the Purchaser’s investment in the Company is a speculative investment and involves
a degree of risk which might result in the loss of the Purchaser’s entire investment. The Purchaser acknowledges that the Company
has made available to the Purchaser or the Purchaser’s representative(s) the opportunity to obtain additional information with
which to evaluate the merits and risks of this investment. By reason of the Purchaser’s business and financial experience, the
Purchaser has acquired the capacity to protect the Purchaser’s interest in investments of this nature. In reaching the conclusion
that the Purchaser desires to acquire the Shares, the Purchaser has carefully evaluated its financial resources and investment position
and the risks associated with this investment.
(j)
In making the Purchaser’s investment decision, the Purchaser has relied solely upon its review of the Company’s filings with
the SEC, as well as any investigations of the Company made by the Purchaser and the Purchaser’s representatives, if any. The Purchaser
has received no representations from the Company or its principals, officer or directors.
(k)
No representations have been made to the Purchaser concerning projected results, expected yields or any other prospective information
concerning operation of the Company.
(l)
The Purchaser, if an individual, is a bona fide citizen and resident of the country set forth in the “Purchaser
Information” section of this Agreement, and the addressees set forth in the “Purchaser Information” section of
this Agreement are the true and correct business and home addresses of the Purchaser. The address set forth in the “Purchaser
Information section of this Agreement is the true and correct business address of the Purchaser.
(m) Purchaser was not located in the United States at the time that (i) any offer to purchase the Shares was made to the Purchaser, and (ii)
the buy order for the Shares was made.
6. The
Purchaser hereby acknowledges and agrees to the following:
(a) Each
certificate representing Shares issued to the Purchaser shall be stamped or otherwise imprinted with a legend in substantially the following
form:
“The
shares of Common Stock represented by this certificate have not been registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), or any other securities laws. No transfer of the shares represented by this certificate shall be valid
or effective unless (a) such transfer is made pursuant to an effective registration statement under the Securities Act and in compliance
with any applicable securities laws, or (b) the Holder shall deliver to the Company an opinion of counsel in form and substance reasonably
acceptable to the Company that such proposed transfer is exempt from the registration requirements of the Securities Act and of any applicable
securities laws, whether pursuant to the provisions of Regulation S promulgated under the Securities Act or otherwise. Hedging transactions
involving shares of the Common Stock of the Company are prohibited, unless such transactions are conducted in compliance with the Securities
Act.”
(b) The
Purchaser will not resell any of the Shares except (i) in accordance with the provisions of Regulation S, (ii) pursuant to registration
under the Securities Act, or (iii) pursuant to an available exemption from registration.
(c) The
Purchaser will not engage in hedging transactions with regard to the Shares unless such transactions are conducted in compliance with
the Securities Act.
7. The
Company hereby agrees and covenants with the Purchaser that the Company will not register any transfer of the Shares except to the extent
required by the law of any country other than the United States, unless such transfer is made (i) in accordance with the provisions of
Regulation S, (ii) pursuant to registration under the Securities Act, or (iii) pursuant to an available exemption from registration.
Please
confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
[Purchaser’s
Signature and Information Pages Follow]
IN
WITNESS WHEREOF, this Stock Purchase Agreement is entered into by the undersigned Purchaser and the Company as of the date indicated
below.
“PURCHASER”
By: |
|
|
Print Name: |
Cosmic Forward Limited |
|
Signed by: |
Quentin Zheng |
|
Estimated
Closing Date: December 11th, 2023
Number
of Shares Subscribed For: 122,670
Aggregate Purchase Price: |
$ 200,000 |
|
ENGLISH
LANGUAGE NOTE TO PURCHASER: This Agreement, including Annex I attached hereto, is set forth exclusively in the English language. The
Purchaser acknowledges and agrees that either alone or with the Purchaser’s advisors, that it fully understands the contents of
these documents and also the contents of the Company’s SEC Reports (as referenced in Section 4 above).
CHINESE
NOTE TO PURCHASER 致认购者: 本协议,包括附件I, 只有英文版本。认购者承认并同意其本人或在其顾问人员的协助下对本协议文件以及本公司向美国证监会提交的报告(如上述第四节所提及的)完全理解。
AGREED
AND ACCEPTED:
PROFESSIONAL
DIVERSITY NETWORK, INC.
By: |
|
|
Title: |
Chief Executive Officer |
|
Date: |
December 10, 2023 |
|
STOCK
CERTIFICATE INFORMATION
Purchaser:
Unless an alternative name is provided below, the Company will issue the Shares to be issued to you upon acceptance of your
subscription in the name shown on the signature page of this Agreement:
The
exact name that your Shares are to be registered in. |
Cosmic
Forward Limited |
PURCHASER
INFORMATION
The
purpose of the following is to assure the Company that each Purchaser will meet applicable suitability requirements under relevant securities
laws. The information supplied by you below will be used by the Company in determining whether you meet such criteria, and reliance upon
applicable exemptions from registration is based in part on the information herein supplied.
By
providing the following information, you are representing to the Company that such information is true and correct and you are authorizing
the Company to provide such information to such parties as the Company deems appropriate in order to ensure that the offer and sale of
the Shares will not result in a violation of applicable securities laws, that you otherwise satisfy the suitability standards applicable
to Purchasers of the Shares. All potential Purchasers must provide the information requested below. Please print or type your responses
and attach additional sheets of paper if necessary to complete your answers to any item.
Name: |
Cosmic
Forward Limited |
Business
Address: |
|
|
(Number
and Street) |
|
|
(City) |
(Country) |
(Postal
Code) |
Telephone
Number: |
Resident
Address: |
|
|
(Number
and Street) |
|
|
|
(City) |
(Country) |
(Postal Code) |
Telephone
Number: ( ) |
|
Age:
________ |
|
Citizenship:
China |
|
ANNEX
I
TERMS
AND CONDITIONS FOR PURCHASE OF SHARES
1. AGREEMENT
TO SELL AND PURCHASE THE SHARES; SUBSCRIPTION DATE.
1.1 PURCHASE
AND SALE. At the Closing (as defined in Section 2.1), the Company will sell and issue to the Purchaser, and the Purchaser will purchase
and acquire from the Company, upon the terms and conditions hereinafter set forth, the number of Shares as referenced on the subscription
pages to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Subscription Pages”), all
at the purchase price set forth on such Subscription Pages.
1.2 OTHER
PURCHASERS. As part of the Offering, the Company may enter into substantially this same form of Stock Purchase Agreement with other purchasers
(the “Other Purchasers”). The Purchaser and the Other Purchasers (if any) are hereinafter sometimes collectively referred
to as the “Purchasers,” and this Agreement and the Stock Purchase Agreements executed by the Other Purchasers are hereinafter
sometimes collectively referred to as the “Agreements.”
2. DELIVERY
OF SHARES AT CLOSING.
The
completion of the purchase and sale of the Shares (the “Closing”) shall occur at the offices of Professional Diversity Network,
Inc. at 10:00 am on December 10th, 2023 (the “Closing Date”). At the Closing, the Company shall accept those subscriptions
for Shares as it may in its discretion determine and shall register the Shares issued to you in your name on the Company’s books
and records. Promptly following the Closing, the Company intends to furnish you with a certificate disclosing the Shares that have been
issued to you.
3. REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE PURCHASER.
3.1 PURCHASER
ACKNOWLEDGEMENT. The Purchaser, for itself only, represents and warrants to, and covenants with, the Company that: (a) the Purchaser
understands that the Shares are “restricted securities” and have not been registered under the Securities Act or under applicable
state securities or blue sky laws and Purchaser is acquiring the number of Shares set forth on the Subscription Pages in the ordinary
course of its business and for its own account for investment only, and not with a view to, or for sale in connection with, any distribution
thereof, nor with the intention of distributing or reselling same; (b) the Purchaser will not, directly or indirectly, offer, sell, pledge,
transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares
except in compliance with the Securities Act and other applicable securities laws and the respective rules and regulations promulgated
thereunder; (c) the Purchaser has answered all questions on the Subscription Pages and the answers thereto are true and correct as of
the date hereof and will be true and correct as of the Closing Date and the related information may be relied upon by the Company; and
(d) the Purchaser has, in connection with its decision to purchase the number of Shares set forth on the Subscription Pages, relied only
upon information set forth in the SEC Reports. Purchaser understands that the issuance of the Shares to the Purchaser has not been registered
under the Securities Act, or registered or qualified under any other securities laws in reliance on specific exemptions therefrom, which
exemptions may depend upon, among other things, the bona fide nature of the Purchaser's investment intent as expressed herein.
3.2 POWER
AND AUTHORITY. The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has the capacity
to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ and contracting parties' rights generally and except as enforceability
may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or
at law).
3.3 NO
DISPOSITIONS. The Purchaser represents and warrants that it will not offer, sell, or otherwise transfer the common stock sold in this
offering to a “U.S. person” (as such term is defined in Regulation S under the Securities Act, which includes a resident
of the United States holding a “Green Card” or other forms of residency) within a six month period from the date of purchase
(the “distribution compliance period”) unless the transferee certifies that it is not a “U.S. person” (including
a resident of the United States holding a “Green Card” or other forms of residency) of the United States and agree to resell
only in accordance with Regulation S. Further, the Purchaser will not engage in any hedging or other transaction which is designed to
or could reasonably be expected to lead to or result in a disposition of common stock of the Company by the Purchaser or any other person
or entity. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect
any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or
any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to the common stock of
the Company or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any
significant part of its value from the common stock of the Company. Note that the distribution compliance period may last for one year
in the event the Company ceases to be a reporting company or ceases to be current in its SEC reporting.
3.4
NO TAX OR LEGAL ADVICE. The Purchaser understands that nothing in this Agreement, or any other materials presented to the Purchaser in
connection with the purchase and sale of Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal,
tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares.
4. SURVIVAL
OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
Notwithstanding
any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Purchaser
herein shall survive the execution of this Agreement, the delivery to the Purchaser of the Shares being purchased and the payment therefor.
5. NOTICES.
All
notices, requests, consents and other communications hereunder shall be in writing, shall be mailed (A) if within domestic United States
by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile,
or (B) if delivered to or from a location outside the United States, by International Federal Express (or comparable service) or facsimile
or email, and shall be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after
so mailed, (ii) if delivered by nationally recognized overnight carrier, one (1) business day after so mailed, (iii) if delivered by
International Federal Express (or comparable service), two (2) business days after so mailed, (iv) if delivered by facsimile or email,
upon electric confirmation of receipt and shall be delivered as addressed as follows:
(a) if
to the Company, to:
Professional
Diversity Network, Inc.
55
E. Monroe Street, Suite 2120
Chicago,
Illinois 60603
Attn:
Adam He
Email:
adamhe@ipdnusa.com
(b) if
to the Purchaser, at its address on the signature page hereto, or at such other address or addresses as may have been furnished to the
Company in writing.
6. CHANGES.
This
Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Purchasers that have
executed Agreements for the purchase of a majority of the Shares sold or to be sold in the Offering.
7. LANGUAGE.
This
Agreement (including the Subscription Pages) is set forth in the English language, which shall control over any versions of this Agreement
in any other language. Either party may at its own expense prepare versions of this Agreement and the other Transaction Documents in
any other language that are deemed necessary, advisable or appropriate.
8. HEADINGS.
The
headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be
part of this Agreement.
9. SEVERABILITY.
In
case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
10. GOVERNING
LAW.
This
Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to
the principles of conflicts of law.
11. FORUM
SELECTION.
The
Company and Purchasers agree that any dispute, controversy of claim arising out of or relating to this Agreement, or the breach, termination
or invalidity hereof shall be subject to the exclusive jurisdiction and venue of the federal and state courts located in the United States,
and the Company and the Purchasers do hereby consent to the personal and exclusive jurisdiction of these courts.
12. FEES
AND EXPENSES.
Each
party hereto shall be solely responsible for the fees and expenses incurred by such party in connection with the Offering.
13. COUNTERPARTS.
This
Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together,
shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and
delivered to the other parties.
14. CONFIDENTIAL
DISCLOSURE AGREEMENT.
Notwithstanding
any provision of this Agreement to the contrary, the confidentiality provision contained on the cover page of this document shall remain
in full force and effect in accordance with its terms following the execution of this Agreement and the consummation of the transactions
contemplated hereby; provided, that the confidentiality obligations set forth in any such confidential disclosure agreement shall not
apply to any information that is part of the public knowledge or literature (other than by reason of a breach of such confidential disclosure
agreement).
v3.23.3
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Dec. 10, 2023 |
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Dec. 10, 2023
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|
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Professional
Diversity Network, Inc.
|
Entity Central Index Key |
0001546296
|
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|
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DE
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55
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