Professional Diversity Network gets S-1 filing waiver on $20M pact

Rhea-AI Filing Summary

Professional Diversity Network, Inc. (IPDN) reports that Streeterville Capital, LLC has waived the company’s obligation to file a Form S-1 registration statement related to their existing equity financing arrangement. The underlying securities purchase agreement, signed on September 5, 2025, allows IPDN to sell common stock to Streeterville in one or more pre-paid advance purchases for an aggregate purchase price of up to $20,000,000 over two years from that date. A later side letter had required IPDN to register at least 8,250,000 shares of common stock for issuance to the investor, but that registration requirement is now fully waived, while all other terms of the agreement and side letter remain in effect.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): November 20, 2025 (November 19, 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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on September 5, 2025, Professional Diversity Network, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor shares of its common stock, par value $0.01 per share (“Common Stock”), in one or more pre-paid advance purchases for an aggregate purchase price of up to $20,000,000 for a period of two (2) years from September 5, 2025.

As also previously disclosed, on October 30, 2025, the Company and the Investor entered into a side letter agreement (the “Side Letter”), with respect to the Securities Purchase Agreement, pursuant to which the Company agreed, among other things, to file a registration statement on Form S-1 for the registration of at least 8,250,000 shares of Common Stock issuable to the Investor in connection with the Securities Purchase Agreement within twenty (20) days of the date of the Side Letter.

On November 19, 2025, the Company received from the Investor a waiver letter (the “Waiver Letter”), pursuant to which the Investor agreed to waive in full the Company’s obligation under the Securities Purchase Agreement and the Side Letter to file a registration statement on Form S-1 in connection with the Securities Purchase Agreement. All other terms of the SPA and the Side Letter remain in full force and effect.

The foregoing description of the Waiver Letter does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Waiver Letter from Streeterville Capital, LLC, dated November 19, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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:  November 20, 2025	By:	/s/ Yiran Gu
	Name:	Yiran Gu
	Title:	Chief Financial Officer

FAQ

What did Professional Diversity Network (IPDN) announce in this Form 8-K?

IPDN disclosed that Streeterville Capital, LLC has issued a Waiver Letter fully waiving the company’s obligation to file a Form S-1 registration statement tied to their existing securities purchase agreement.

What is the size of IPDN’s securities purchase agreement with Streeterville Capital?

The securities purchase agreement allows IPDN to sell common stock in one or more pre-paid advance purchases for an aggregate purchase price of up to $20,000,000 over a period of two years from September 5, 2025.

What was the original S-1 registration requirement mentioned for IPDN (IPDN)?

Under an October 30, 2025 side letter, IPDN agreed to file a Form S-1 to register at least 8,250,000 shares of common stock issuable to Streeterville Capital in connection with the securities purchase agreement.

What changed with the November 19, 2025 Waiver Letter for IPDN?

On November 19, 2025, Streeterville Capital agreed in the Waiver Letter to waive in full IPDN’s obligation to file the Form S-1 registration statement related to the securities purchase agreement and side letter.

Do the other terms of IPDN’s agreement with Streeterville Capital still apply?

Yes. The company states that all other terms of the Securities Purchase Agreement and the Side Letter, aside from the waived S-1 filing obligation, remain in full force and effect.

Where can investors find the full text of IPDN’s Waiver Letter?

The Waiver Letter from Streeterville Capital, LLC dated November 19, 2025 is filed as Exhibit 10.1 to this Form 8-K.