0001546296 false 0001546296 2023-10-20 2023-10-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






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): October 20, 2023


(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


(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, on January 20, 2023 the Company received a decision (the “Decision”) from Nasdaq Hearings Panel (the “Panel”) imposing a panel monitor on the Company until October 20, 2023 (the “Panel Monitor”), pursuant to which, 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 in Listing Rule 5550(a)(2) (the “Bid Price Rule”) (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 a new hearing will be scheduled.


On October 20, 2023, the Company received an end of monitor letter from the Panel stating that the Company is currently in compliance with the Bid Price Rule, as required by the Decision, and accordingly, the Panel has determined to continue the listing of the Company’s securities on The Nasdaq Stock Market and is closing the matter.







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: October 25, 2023 /s/ Xin (Adam) He
  Xin (Adam) He, Chief Executive Officer