Current Report Filing (8-k)
June 12 2020 - 4:40PM
Edgar (US Regulatory)
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): June 11, 2020
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.)
|
801
W. Adams Street, Sixth Floor, Chicago, Illinois 60607
(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
June 11, 2020, Professional Diversity Network, Inc. (the “Company”) and Cosmic Forward Limited, a Republic of
Seychelles company and a shareholder of the Company (the “Investor”), entered into an amendment (the “Amendment”)
to the Stockholders’ Agreement (the “Original Agreement”), dated as of November 6, 2016 between the Company,
the Investor and certain other parties named therein.
The
Amendment provides, among other things, that notwithstanding anything to the contrary in the Original Agreement, (i)
the number of directors constituting the Board of Directors of the Company (the “Board”) shall no longer be fixed
at nine (9) and the size of the Board may be increased or decreased by the Company in accordance with its Certificate of
Incorporation and Bylaws; and (ii) the number of director nominees that the Investor and certain of its affiliates (collectively,
the “CFL Parties”) are entitled to nominate shall be equal to the then current size of the Board multiplied by
the CFL Parties’ ownership percentage of the Company’s common stock, rounded down to the nearest whole number.
The
foregoing description of the terms of the Amendment is a summary only and does not purport to be a complete description of all
of the terms, provisions, covenants, and agreements contained in the Amendment, and is subject to and qualified in its entirety
by reference to the Amendment attached as Exhibit 4.1 to this Current Report on Form 8-K 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.
|
Professional
Diversity Network, Inc.
|
|
|
Date:
June 12, 2020
|
/s/
Adam He
|
|
Adam
He, Interim Chief Executive Officer and Chief Financial Officer
|
Professional Diversity N... (NASDAQ:IPDN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Professional Diversity N... (NASDAQ:IPDN)
Historical Stock Chart
From Apr 2023 to Apr 2024