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Professional Diversity Network (IPDN) trims Streeterville capital commitment from $20M to $8M

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Professional Diversity Network, Inc. entered into a Global Amendment with Streeterville Capital, LLC on April 28, 2026 to modify an existing securities purchase agreement and related documents. The amendment reduces the defined “Commitment Amount” from $20,000,000 to $8,000,000, limiting the total funding available under the arrangement.

The Global Amendment also revises how the Minimum Balance Amount is calculated. For every $1.00 the company pays toward the outstanding balance of a Pre‑Paid Purchase, the Minimum Balance Amount may be reduced by $0.70, allowing a corresponding amount to be released from the Deposit Account upon the company’s written request. Each Release must be at least $50,000. All other terms of the prior agreements remain in effect.

Positive

  • None.

Negative

  • Streeterville commitment reduced from $20,000,000 to $8,000,000, significantly lowering the maximum funding available under the existing securities purchase agreement and potentially tightening the company’s external financing capacity.

Insights

IPDN’s funding commitment from Streeterville is cut to $8M, tightening available capital.

The amendment reduces the securities purchase agreement “Commitment Amount” from $20,000,000 to $8,000,000. This materially shrinks the external capital available under this facility, which can constrain financing flexibility if the company had planned to rely on the full original amount.

The revised Minimum Balance mechanics, where each $1.00 payment reduces the Minimum Balance Amount by $0.70, offer a structured path to unlock cash from the Deposit Account, with each Release at least $50,000. The net impact depends on future payment patterns and funding needs, but the lower commitment is a clear tightening of this capital source.

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.
Original Commitment Amount $20,000,000 Defined in Transaction Documents before Global Amendment
Amended Commitment Amount $8,000,000 Revised Commitment Amount under Global Amendment
Minimum Balance reduction ratio $0.70 per $1.00 paid Each $1.00 payment on Pre‑Paid Purchase reduces Minimum Balance Amount
Minimum Release size $50,000 Each Release from Deposit Account must be at least this amount
Global Amendment date April 28, 2026 Date IPDN and Streeterville Capital executed the Global Amendment
Global Amendment regulatory
"entered into a Global Amendment (the “Global Amendment”) with Streeterville Capital, LLC"
Commitment Amount financial
"amend the defined term “Commitment Amount” throughout the Transaction Documents from $20,000,000 to $8,000,000"
Minimum Balance Amount financial
"the Global Amendment modifies the calculation of the Minimum Balance Amount"
Pre‑Paid Purchase financial
"for every $1.00 that the Company pays toward the outstanding balance of a Pre‑Paid Purchase"
Deposit Account financial
"such corresponding amount may be released from the Deposit Account to the Company"
Transaction Documents regulatory
"the Securities Purchase Agreement and the other Transaction Documents remain in full force and effect"
Understanding 8-K Material Events →
false 0001546296 0001546296 2026-04-28 2026-04-28
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): April 29, 2026 (April 28, 2026)
 
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 April 28, 2026, Professional Diversity Network, Inc. (the “Company”) entered into a Global Amendment (the “Global Amendment”) with Streeterville Capital, LLC, a Utah limited liability company (the “Investor”), which amends that certain securities purchase agreement, dated September 5, 2025 (the “Securities Purchase Agreement”), and the other Transaction Documents (as defined in the Global Amendment), as previously disclosed in the Company’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on September 5, 2025. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Securities Purchase Agreement.
 
Pursuant to the Global Amendment, the parties agreed to amend the defined term “Commitment Amount” throughout the Transaction Documents from $20,000,000 to $8,000,000. In addition, the Global Amendment modifies the calculation of the Minimum Balance Amount. As amended, for every $1.00 that the Company pays toward the outstanding balance of a Pre‑Paid Purchase, the Minimum Balance Amount may be reduced by $0.70, and such corresponding amount may be released from the Deposit Account to the Company upon the Company’s written request to the Investor (each, a “Release”). Each Release must be in an amount equal to or greater than $50,000.
 
Except as expressly modified by the Global Amendment, the Securities Purchase Agreement and the other Transaction Documents remain in full force and effect in accordance with their respective terms.
 
The foregoing description of the Global Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Global Amendment, a copy of which is filed as an exhibit to this Current Report on Form 8‑K and is incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
No.
  
Description
10.1
  
Global Amendment, dated April 28, 2026, by and between Professional Diversity Network, 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: April 29, 2026
By:
/s/ Yiran Gu
  
 
Name:
Yiran Gu
  
 
Title:
Chief Financial Officer
  
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What did Professional Diversity Network (IPDN) change in its agreement with Streeterville Capital?

Professional Diversity Network signed a Global Amendment with Streeterville Capital on April 28, 2026, modifying their securities purchase agreement. The amendment mainly reduces the defined “Commitment Amount” and updates how the Minimum Balance Amount and related cash Releases from a Deposit Account are calculated.

How much was the Streeterville Commitment Amount reduced for IPDN?

The Global Amendment lowers the Commitment Amount in IPDN’s securities purchase agreement with Streeterville Capital from $20,000,000 to $8,000,000. This change cuts the maximum funding available under that facility by more than half, directly affecting the potential capital the company can draw.

How does the new Minimum Balance Amount calculation work for IPDN?

Under the amendment, for every $1.00 IPDN pays toward the outstanding balance of a Pre‑Paid Purchase, the Minimum Balance Amount may drop by $0.70. The same amount can then be released from the Deposit Account to the company, subject to a written request and a minimum Release size.

What is the minimum Release amount IPDN can request from the Deposit Account?

Each Release from the Deposit Account must be at least $50,000. Once IPDN pays down Pre‑Paid Purchase balances, the Minimum Balance Amount may decrease, and the company can request Releases of eligible funds, but only in amounts equal to or greater than this threshold.

Do other terms of IPDN’s securities purchase agreement with Streeterville change?

Aside from the reduced Commitment Amount and updated Minimum Balance Amount mechanics, the securities purchase agreement and other Transaction Documents remain in full force and effect. The amendment states that, except as expressly modified, all prior terms continue according to their existing provisions.

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