Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 6, 2021


(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 East Monroe Street, Suite 2120, Chicago, IL 60603

(Address of principal executive offices)


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 (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, $0.01 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 July 6, 2021, Professional Diversity Network, Inc., a Delaware corporation (“PDN”), entered into a Securities Purchase Agreement ‎(the “Agreement”) with institutional accredited investors.


Pursuant to the Agreement, PDN offered and sold 1,470,588 shares of PDN’s common stock, par value $0.01 per share (the “Shares”), at a per share price equal to $1.70 for gross proceeds of $2,499,999.60, pursuant to its Registration Statement on Form S-3 (Registration Statement No. 333-227249) (the “Transaction”).


The Agreement contains customary conditions, representations and warranties and covenants of each party for a transaction of this type. The Transaction is expected to close on or about July 9, 2021, subject to satisfaction of customary closing conditions.


The foregoing descriptions of the offer and sale of the Shares and the Transaction do not purport to be complete and are qualified in their entirety by reference to the Agreement.


A copy of the form of the Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.


Item 8.01. Other Events.


On July 7, 2021, the Company issued a press release announcing the Transaction. A copy of the press release 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
5.1   Legal Opinion of Locke Lord LLP
10.1   Form of Securities Purchase Agreement
23.1   Consent of Locke Lord LLP (included in Exhibit 5.1)
99.1   Press Release dated July 7, 2021






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: July 8, 2021 /s/ Adam He
  Adam He, Chief Executive Officer