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

Rhea-AI Filing Summary

Professional Diversity Network, Inc. appointed Sze Lok Patrick Wong as an independent director effective October 2, 2025, and named him chairman of the Audit Committee. The Board determined Mr. Wong meets Nasdaq independence standards and qualifies as an audit committee financial expert. His background includes over 20 years in auditing, internal control and accounting, prior CFO and senior audit roles, and professional designations in the U.K. and Hong Kong. The company reports no related-party transactions requiring disclosure since the start of the last fiscal year. Under the standard director arrangements, Mr. Wong will receive a $2,500 monthly retainer and reimbursement of reasonable expenses.

Positive

• Sze Lok Patrick Wong appointed as independent director and Audit Committee chairman
• Board determined Mr. Wong qualifies as an audit committee financial expert
• Filing discloses no related-party transactions involving Mr. Wong since the start of the last fiscal year
• Director compensation is modest: $2,500 monthly retainer plus expense reimbursement

Negative

• None.

Insights

Corporate Governance Expert

Board strengthened governance by adding an independent Audit Chair.

The appointment of Sze Lok Patrick Wong as an independent director and Audit Committee chair formalizes board oversight of financial reporting and controls. His independence under Nasdaq standards and the Board's explicit designation increase the committee's regulatory compliance profile.

This change matters because an independent chair with recognized qualifications is a governance signal to investors and regulators; the filing also states no related-party transactions since the prior fiscal year, reducing immediate conflict-of-interest concerns.

Audit & Accounting Expert

Company added an audit committee financial expert with extensive audit and CFO experience.

Mr. Wong's stated credentials—former CFO roles, Head of Internal Audit experience, and professional accounting certifications—meet the Item 407(d)(5) definition and can strengthen technical oversight of accounting judgments and internal controls.

His appointment and chairmanship could affect the rigor of financial review and disclosures; the agreement specifies a $2,500 monthly retainer, consistent with the company's described non-employee director compensation program.

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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 3, 2025 (October 2, 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.

On October 2, 2025, the Board of Directors (the “Board”) of Professional Diversity Network, Inc. (the “Company”) , upon the recommendation of the Company’s Nominating and Governance Committee, appointed Mr. Sze Lok Patrick Wong as a new independent director to fill one of the newly created vacancies, effective immediately. The Board has affirmatively determined that Mr. Wong qualifies as an independent director under the listing standards of the Nasdaq Stock Market. In connection with his appointment, Mr. Wong was also appointed to serve as the chairman of the Audit Committee of the Board.

Mr. Sze Lok Patrick Wong, age 52, has over 20 years of management experience with extensive expertise in auditing, internal control, accounting, and corporate governance. He is currently an independent non-executive director of TBK & Sons Holdings Limited (HKSE: 1960), Aowei Holding Limited (HKSE: 1370), Cocoon Holdings Limited (HKSE: 428), China e-Wallet Payment Group Limited (HKSE: 802), and IVD Medical Holding Limited (HKSE:1931), and serves as company secretary of Wai Hung Group Holdings Limited (HKSE:3321). He previously served as Chief Financial Officer of Oranco, Inc. (OTC: ORNC) and Century Entertainment International Holdings Limited (HKSE: 959), and as company secretary of Unitas Holdings Limited (HKSE:8020). Earlier in his career, Mr. Wong held senior management positions at Crowe Horwath and served as Head of Internal Audit at Intac International Company (NASDAQ: INTN). He is a Fellow of the Institute of Chartered Accountants in England and Wales and the Hong Kong Institute of Certified Public Accountants, and a Certified Information Systems Auditor. Mr. Wong holds a Bachelor of Accounting with honors from The Hong Kong Polytechnic University, a Master of Management from Macquarie Graduate School of Management, and an Executive Doctor of Business Administration from Sabi University. The Board has also determined that Mr. Wong qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

There is no arrangement or understanding between Mr. Wong and any other person pursuant to which he was selected as a director. There are no family relationships between Mr. Wong and any director or executive officer of the Company. Since the beginning of the Company’s last fiscal year, there have been no transactions, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Wong or any member of his immediate family had or will have a direct or indirect material interest that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with his appointment, on October 2, 2025, Mr. Wong entered into an Independent Director Service Agreement (the “Director Agreement”) and the Company’s standard form of indemnification agreement for its directors. Pursuant to the Company’s non-employee director compensation program, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 1, 2025, Mr. Wong will be entitled to receive: (i) a monthly retainer fee of $2,500 and (ii) reimbursement of reasonable expenses documented and incurred by you in connection with the performance of duties

The foregoing description is qualified in its entirety by reference to the full text of the Director Agreement and the Director and Executive Officer’s Indemnification Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Director Agreement, dated October 2, 2025, by and between Professional Diversity Network, Inc. and Sze Lok Patrick Wong.
10.2		Director and Executive Officer’s Indemnification Agreement, dated October 2, 2025, by and between Professional Diversity Network, Inc. and Sze Lok Patrick Wong.
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 3, 2025	By:	/s/ Hao Zhang
	Name:	Hao Zhang
	Title:	Chairman of the Board

3

FAQ

What change did Professional Diversity Network (IPDN) disclose in the 8-K?

The company appointed Sze Lok Patrick Wong as an independent director and as chairman of the Audit Committee, effective October 2, 2025.

Does the Board consider the new director independent for Nasdaq purposes?

Yes, the Board affirmatively determined Mr. Wong qualifies as an independent director under Nasdaq listing standards.

Is Mr. Wong designated an audit committee financial expert?

Yes, the Board determined he qualifies as an audit committee financial expert as defined in Regulation S-K.

Were there any related-party transactions between Mr. Wong and the company?

The filing states there have been no transactions since the beginning of the company’s last fiscal year that would require disclosure under Item 404(a) of Regulation S-K.

What compensation will Mr. Wong receive as a director?

Under the company’s non-employee director program, Mr. Wong will receive a $2,500 monthly retainer and reimbursement of reasonable documented expenses.