Professional Diversity Network (NASDAQ: IPDN) issues 2M shares for 3.2% AI Geometric stake

Rhea-AI Filing Summary

Professional Diversity Network, Inc. entered into a Second Stock Purchase Agreement with AI Geometric Ltd, under which the company will acquire 3.2% of all outstanding and issued shares of AI Geometric for total consideration of US$1,360,000.

The consideration will be paid by issuing 2,000,000 shares of its common stock, subject to the limitations of Nasdaq Listing Rule 5635 and Rule 144 under the Securities Act. The shares will be issued in an offshore transaction to non‑U.S. persons in reliance on Regulation S, with closing expected on or about May 15, 2026.

Insights

Equity capital markets analyst

IPDN plans a stock-funded purchase of a 3.2% stake in AI Geometric.

Professional Diversity Network is using equity rather than cash, issuing 2,000,000 common shares valued at US$1,360,000 to acquire 3.2% of AI Geometric Ltd. This structure preserves cash but adds share issuance.

The transaction relies on Regulation S, meaning the new shares go to a non‑U.S. seller in an offshore deal, and is subject to Nasdaq Listing Rule 5635 and Rule 144 resale conditions. The impact on existing holders depends on the company’s current share count and future performance of the acquired stake.

Closing is expected on or about May 15, 2026, assuming customary conditions are met under the Second Stock Purchase Agreement, which includes standard representations, warranties and covenants.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Stake acquired in AI Geometric: 3.2% of outstanding and issued shares Transaction consideration: US$1,360,000 Consideration Shares issued: 2,000,000 shares +3 more

6 metrics

Stake acquired in AI Geometric 3.2% of outstanding and issued shares Equity interest purchased under Second Stock Purchase Agreement

Transaction consideration US$1,360,000 Total value for 3.2% AI Geometric stake

Consideration Shares issued 2,000,000 shares IPDN common stock, par value $0.01 per share

Listing rule constraint Nasdaq Listing Rule 5635 Limits on share issuance for consideration

Securities law exemption Regulation S Offshore issuance to non‑U.S. persons

Expected closing date on or about May 15, 2026 Planned SPA closing timing

Key Terms

Second Stock Purchase Agreement, Regulation S, Listing Rule 5635, Rule 144, +1 more

5 terms

Second Stock Purchase Agreement financial

"entered into a Second Stock Purchase Agreement (the “SPA”) with AI Geometric Ltd"

Regulation S regulatory

"issued in reliance on the exemptions from Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Listing Rule 5635 regulatory

"subject to the limitations of Listing Rule 5635 of The Nasdaq Stock Market LLC"

Rule 144 regulatory

"subject to the limitations of Listing Rule 5635 ... and Rule 144 under the Securities Act"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

forward-looking statements regulatory

"Certain statements in this may be considered forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

false 0001546296 0001546296 2026-04-29 2026-04-29

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 30, 2026 (April 29, 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 29, 2026, Professional Diversity Network, Inc. (the “Company”) entered into a Second Stock Purchase Agreement (the “SPA”) with AI Geometric Ltd, a company organized under the laws of the United Kingdom of Great Britain and Northern Ireland (the “Seller”).

Pursuant to the SPA, the Seller agreed to sell 3.2% of all outstanding and issued shares of the Seller to the Company, at a consideration of US$1,360,000 (the “Transaction”). Under the terms of the SPA, consideration shall be paid by 2,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The board of directors of the Company (the “Board”) approved payment of the consideration through the issuance of 2,000,000 shares of Common Stock to the Seller (“Consideration Shares”), subject to the limitations of Listing Rule 5635 of The Nasdaq Stock Market LLC (“Nasdaq”) and Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). The Consideration Shares will be issued in reliance on the exemptions from Regulation S under the Securities Act, in an offshore transaction to non‑U.S. persons outside the United States. The SPA contains customary representations, warranties and covenants. The closing of the transaction is expected to take place on or about May 15, 2026.

The foregoing description of the SPA 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 SPA is and will be made in reliance upon the exemption from Regulation S under the Securities Act. 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 the amount of shares of Common Stock the Company may issue to the Seller pursuant to the SPA 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, 2026 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		Second Stock Purchase Agreement, dated April 29, 2026, by and between Professional Diversity Network, Inc., Inc. and AI Geometric Ltd.
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 30, 2026	By:	/s/ Bella (Yiran) Gu
	Name:	Bella (Yiran) Gu
	Title:	Chief Executive Officer

FAQ

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

Professional Diversity Network agreed to acquire 3.2% of AI Geometric Ltd’s outstanding and issued shares. The consideration is US$1,360,000, paid entirely in newly issued IPDN common stock under a Second Stock Purchase Agreement dated April 29, 2026.

How many IPDN shares will be issued for the AI Geometric stake?

The company plans to issue 2,000,000 shares of its common stock as consideration. These shares are referred to as “Consideration Shares” and will be delivered to AI Geometric’s seller instead of cash payment for the 3.2% equity interest.

What is the implied value of IPDN’s acquisition of AI Geometric shares?

The transaction values the 3.2% stake in AI Geometric at US$1,360,000. This entire amount is paid in IPDN common stock, rather than cash, according to the Second Stock Purchase Agreement entered on April 29, 2026.

Under what securities law exemptions will IPDN issue the 2,000,000 shares?

IPDN will issue the 2,000,000 common shares in reliance on Regulation S under the Securities Act. The issuance will occur in an offshore transaction to non‑U.S. persons outside the United States, with resale also subject to Rule 144 conditions.

What listing and resale limitations apply to IPDN’s Consideration Shares?

The board approved issuance of 2,000,000 Consideration Shares subject to Nasdaq Listing Rule 5635 and Rule 144. These provisions affect shareholder approval thresholds and resale conditions, which can influence how and when the recipient may sell the new shares.

When is the closing of IPDN’s transaction with AI Geometric expected?

The closing of the transaction is expected to take place on or about May 15, 2026. Completion will occur pursuant to the terms of the Second Stock Purchase Agreement, which includes customary representations, warranties and covenants between the parties.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 SECOND STOCK PURCHASE AGREEMENT, DATED APRIL 29, 2026, BY AND BETWE 47.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB