[8-K] Professional Diversity Network, Inc. Reports Material Event

Rhea-AI Filing Summary

Professional Diversity Network, Inc. disclosed that the Board received resignations from directors Long Yi and Eloisa Sultan. Both resignations were effective the same date they were submitted, and the company states that neither director departed due to any disagreement with the company on operations, policies or practices. The Board is actively identifying and evaluating potential candidates to fill the two vacancies created by these departures.

Positive

• The company confirmed the resignations were not due to disagreements with management on operations, policies or practices
• The Board is actively searching for replacement candidates, indicating steps to restore full governance capacity

Negative

• Two director vacancies create potential short-term gaps in board oversight and committee membership
• Resignations occurred simultaneously, which could reduce board continuity until replacements are named

Insights

Corporate Governance Expert

TL;DR: Two board members resigned; company reports no disagreement and will seek replacements, a routine governance change.

The simultaneous resignations of two directors reduce board continuity and may temporarily affect committee composition or quorum depending on existing board size and committee assignments. The company expressly noted no disagreements on operations, policies or practices, which reduces immediate governance concern about internal disputes. The Board's stated search for candidates is standard; material investor impact depends on the speed and profile of replacements and whether independent or key skillset seats are restored.

Financial Analyst

TL;DR: Departure of two directors is a notable corporate event but conveys no stated operational or strategic dispute.

From a financial-materiality perspective, director resignations alone do not change reported financials or guidance. Absent additional information—such as loss of an independent director critical to a transaction or governance review—this disclosure is informational. Investors may monitor subsequent filings for appointments or committee changes that could affect oversight of strategy or capital decisions.

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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): September 22, 2025 (September 17, 2025)

PROFESSIONAL DIVERSITY NETWORK, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35824		80-0900177
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

55 E. Monroe Street, Suite 2120, Chicago, Illinois 60603

(Address of Principal Executive Office) (Zip Code)

(312) 614-0950

(Registrant’s telephone number, including area code)

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 checkmark 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.

On September 17, 2025, the board of directors (the “Board”) of Professional Diversity Network, Inc. (the “Company”) received the resignation of each of Mr. Long Yi and Ms. Eloisa Sultan as a director of the Company.

On September 17, 2025, Ms. Eloisa Sultan resigned from her position with the Company as a director, effective from the same date.

On September 17, 2025, Mr. Long Yi resigned from his position with the Company as a director, effective from the same date.

The Company has been advised by each of Mr. Long Yi and Ms. Eloisa Sultan that their respective decision to resign is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Board is in the process of identifying and evaluating potential candidates to fill the vacancies resulting from these resignations.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Professional Diversity Network, Inc.
Date:  September 22, 2025	By:	/s/ Hao Zhang
	Name:	Hao Zhang
	Title:	Chairman of the Board

FAQ

What happened to Professional Diversity Network (IPDN)?

The company disclosed that directors Long Yi and Eloisa Sultan resigned from the Board, effective the date they submitted their resignations.

Were the resignations due to disagreements with management at IPDN?

No. The company stated that both resignations were not the result of any disagreement with the Company on operations, policies or practices.

How is the Board addressing the vacancies at IPDN?

The Board is identifying and evaluating potential candidates to fill the two vacancies created by the resignations.

Does the 8-K indicate any impact on IPDN's financials or operations?

No. The filing contains no financial data or operational impact tied to these director resignations.

Will IPDN disclose who will replace the departing directors?

The company indicated it is searching for candidates; future disclosures are expected when appointments are made.