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

Rhea-AI Filing Summary

Professional Diversity Network (IPDN) entered a side letter with Streeterville Capital tied to its existing two-year, up to $20,000,000 pre-paid advance share purchase program. The Investor agreed to release $1,000,000 from a subsidiary deposit account within one business day after a prospectus supplement is filed, subject to conditions.

Those conditions include withdrawing a prior Form S-1, filing a new prospectus supplement to an effective Form S-3 to register up to $3,250,000 shares of common stock issuable under the initial pre-paid purchase in a principal amount of up to $8,655,000, and filing a new Form S-1 to register at least 8,250,000 shares within twenty days of the side letter. The company states it is concurrently filing the prospectus supplement covering the offer and sale to the Investor of up to $3,250,000 shares under the initial pre-paid purchase.

Insights

Capital markets counsel

Side letter unlocks $1M upon filing steps; administrative financing update.

The agreement links a $1,000,000 cash release to filing actions around IPDN’s existing equity financing: withdrawing a prior S-1, filing a prospectus supplement under an effective S-3 for up to $3,250,000 shares tied to an initial pre‑paid purchase of up to $8,655,000, and submitting a new S-1 for at least 8,250,000 shares.

This framework lists permitted issuances under the pre‑paid purchase, but actual share sales depend on subsequent steps and investor decisions. Proceeds flow includes the stated $1,000,000 release upon the filings; other cash‑flow treatment is not detailed in the excerpt.

Concurrently filing the prospectus supplement may satisfy a key condition. Subsequent filings may provide final amounts registered and any additional releases linked to the pre‑paid facility.

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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): October 31, 2025 (October 30, 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 (each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”) for an aggregate purchase price of up to $20,000,000 for a period of two (2) years from September 5, 2025.

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 Investor agreed to release $1,000,000 within one (1) business day from the filing of the Prospectus Supplement (as defined below), from the deposit account (the “Deposit Account”) of the Company’s wholly-owned subsidiary, IPDN Holdings, LLC, a Utah limited liability company (“IPDN Holdings”), maintained in connection with the Securities Purchase Agreement, subject to certain conditions, including (i) the Company’s withdrawal of its previously filed registration statement on Form S-1 for the registration of certain securities issuable in connection with the Securities Purchase Agreement, (ii) the filing of a new prospectus supplement (the “Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (File No. 333-282831) to register up to $3,250,000 shares of Common Stock issuable under the initial Pre-Paid Purchase in the principal amount of up to $8,655,000 (the “Initial Pre-Paid Purchase”) under the Securities Purchase Agreement, and (iii) the filing of a new 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.

Concurrently with the filing of this Current Report on Form 8-K (this “Form 8-K”), the Company is filing the Prospectus Supplement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the offer and sale of up to $3,250,000 shares of Common Stock issuable to the Investor under the Initial Pre-Paid Purchase.

The foregoing descriptions of the Side Letter and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to Exhibit 10.1 to this Form 8-K, and incorporated by reference herein.  

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Loeb & Loeb LLP
10.1		Side Letter, dated October 30, 2025, by and between Professional Diversity Network, Inc., Inc. and Streeterville Capital, LLC
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:  October 31, 2025	By:	/s/ Yiran Gu
	Name:	Yiran Gu
	Title:	Chief Financial Officer

FAQ

What did IPDN (IPDN) announce in this 8-K?

IPDN entered a side letter with Streeterville Capital under its pre-paid share purchase program, enabling a $1,000,000 release upon specified SEC filings.

What filings are required under the IPDN side letter conditions?

Withdraw a prior S-1, file a prospectus supplement to an effective S-3 for up to $3,250,000 shares, and file a new S-1 for at least 8,250,000 shares within twenty days.

How does the pre-paid purchase relate to the new filings?

The prospectus supplement covers common stock issuable under the initial pre‑paid purchase in a principal amount of up to $8,655,000.

When will the $1,000,000 be released to IPDN?

Within one business day after the prospectus supplement is filed, subject to the side letter’s conditions.

Is IPDN filing the prospectus supplement now?

Yes. The company states it is concurrently filing the prospectus supplement covering the offer and sale of up to $3,250,000 shares to the Investor.

What is the size of IPDN’s overall pre-paid advance program?

The securities purchase agreement permits pre‑paid purchases for an aggregate purchase price of up to $20,000,000 over two years from September 5, 2025.