Professional Diversity Network (NASDAQ: IPDN) to issue stock for DTT tokens

Rhea-AI Filing Summary

Professional Diversity Network, Inc. entered into a purchase agreement to acquire 25,937,800 DTT Tokens from DeeptradeX.ai, a digital asset trading platform. The tokens are utility tokens used as a medium of exchange for services on DeeptradeX.ai’s Web3.0 platform and do not carry equity, debt, dividend, governance, or profit‑sharing rights.

The total consideration is $2,593,780, which the company’s board approved to pay by issuing 1,358,000 shares of common stock, subject to Nasdaq Listing Rule 5635 limitations, in a private, unregistered transaction under Section 4(a)(2) and/or Regulation D. The DTT Tokens will be delivered to a company-designated wallet, locked up for 12 months, then vest linearly over 24 months under an immutable smart contract. The agreement includes customary representations and indemnities, including regulatory compliance and token functionality provisions.

Insights

Equity and corporate finance analyst

IPDN is using stock to buy locked-up utility tokens from DeeptradeX.ai.

Professional Diversity Network agreed to acquire 25,937,800 DTT Tokens from DeeptradeX.ai for total consideration of $2,593,780, to be paid through the issuance of 1,358,000 shares of common stock. The tokens are described as native utility tokens for use on a Web3.0 digital asset platform and explicitly not equity or profit-sharing instruments, so this is structured more like a strategic digital asset purchase than a traditional corporate acquisition.

The stock payment is subject to Nasdaq Listing Rule 5635, which can constrain larger equity issuances, and the shares are being issued in a private placement under Section 4(a)(2) and/or Regulation D. This means there is equity dilution to existing shareholders, while the asset received is a locked and vesting token position, whose economic value will depend on future platform usage and regulatory treatment, both addressed in the agreement’s representations and indemnities.

The DTT Tokens will be locked for 12 months and then vest linearly over 24 months via an immutable smart contract, spreading potential realizable value over three years from the closing date. Future company disclosures may provide more detail on how these tokens are integrated into operations or monetized and on any subsequent resales of the newly issued shares by the Seller.

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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): December 18, 2025 (December 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 1.01 Entry into a Material Definitive Agreement.

On December 17, 2025, Professional Diversity Network, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with DeeptradeX.ai, an Australian-based digital asset trading platform (the “Seller”), pursuant to which the Company agreed to acquire an aggregate of 25,937,800 native utility digital tokens issued by the Seller (the “DTT Tokens”). The DTT Tokens are intended to function as a medium of exchange for services on the Seller’s Web3.0 digital asset platform and do not represent equity, debt, dividends, governance rights or profit-sharing interests. The total consideration for the DTT Tokens is $2,593,780, payable, at the Company’s election, in cash, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), or a combination thereof. The board of directors of the Company (the “Board”) approved payment of the consideration through the issuance of 1,358,000 shares of Common Stock (the “Consideration Shares”), subject to the limitations of Listing Rule 5635 of The Nasdaq Stock Market LLC (“Nasdaq”). The Consideration Shares will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder.

The DTT Tokens will be delivered to a wallet address designated by the Company and will be subject to a 12-month lock-up period followed by a 24-month linear vesting period, with releases occurring automatically pursuant to an immutable smart contract. The Purchase Agreement contains customary representations, warranties and covenants, including representations regarding regulatory compliance, token functionality and indemnification for certain regulatory matters.

The foregoing description of the Purchase Agreement 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 (this “Form 8-K”), and incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of Common Stock is incorporated by reference herein in its entirety. The offer and sale of shares of Common Stock pursuant to the Purchase Agreement is and will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. This Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the shares of Common Stock, nor shall there be an offer, solicitation or sale of the shares of Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Forward-Looking Statements

Certain statements in this Form 8-K may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding statements regarding the amount of shares of Common Stock the Company may issue to the Seller pursuant to the Purchase Agreement, and the amount of proceeds to be received by the Company from the sale of shares of Common Stock and related matters. Forward-looking statements generally relate to future events and can be identified by terminology such as “may”, “could”, “plan”, “expect”, “intend”, “will”, “anticipate”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the risks and uncertainties set forth or incorporated by reference in the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in the Annual Report on Form 10-K filed by the Company on March 31, 2025 and the Company’s future filings from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements. The Company does not give any assurance that it will achieve its expectations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Purchase Agreement, dated December 17, 2025, by and between Professional Diversity Network, Inc. and DeeptradeX.ai
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: December 18, 2025	By:	/s/ Xun Wu
	Name:	Xun Wu
	Title:	Chief Executive Officer

FAQ

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

Professional Diversity Network, Inc. entered into a Purchase Agreement with DeeptradeX.ai to acquire 25,937,800 DTT Tokens, which are native utility digital tokens used on DeeptradeX.ai’s Web3.0 digital asset platform.

How much is IPDN paying for the DTT Tokens and in what form?

The total consideration for the DTT Tokens is $2,593,780. The company’s board approved paying this amount by issuing 1,358,000 shares of IPDN common stock, subject to Nasdaq Listing Rule 5635, instead of cash.

Do the DTT Tokens give IPDN any equity or profit-sharing rights in DeeptradeX.ai?

No. The filing states that the DTT Tokens are intended solely as a medium of exchange for services on the DeeptradeX.ai platform and do not represent equity, debt, dividends, governance rights or profit-sharing interests.

What are the lock-up and vesting terms for the DTT Tokens acquired by IPDN?

The DTT Tokens will be delivered to a wallet address designated by IPDN and will be subject to a 12-month lock-up period followed by a 24-month linear vesting period, with releases occurring automatically under an immutable smart contract.

Under what securities law exemptions will IPDN issue the 1,358,000 shares of common stock?

The issuance of the Consideration Shares is expected to rely on exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D, including Rule 506(b), meaning the shares are being offered in a private placement rather than a public offering.

Does IPDN receive cash proceeds from this transaction?

No. IPDN is issuing shares of its common stock as consideration to acquire the DTT Tokens from DeeptradeX.ai; there is no cash inflow to the company described in this transaction.

What protections or assurances are included in the Purchase Agreement for IPDN?

The Purchase Agreement includes customary representations, warranties and covenants, including statements regarding regulatory compliance, token functionality, and indemnification for certain regulatory matters, providing contractual protections to IPDN.