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

Rhea-AI Filing Summary

Professional Diversity Network (IPDN) announced a new wholly-owned subsidiary in Tokyo, Japan to support its operations and growth initiatives in Asia. Approved by the Board on September 5, 2025 and announced on October 13, 2025, the Japanese subsidiary will serve as the company’s regional headquarters for Web 3.0 and entertainment-related initiatives.

The subsidiary’s focus areas include real-world asset tokenization, decentralized finance, non-fungible tokens, and distributed storage technology. The company furnished a press release as Exhibit 99.1 providing additional details.

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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 14, 2025 (October 13, 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 8.01 Other Events

On September 5, 2025, the board of directors (the “Board”) of Professional Diversity Network, Inc. (the “Company”) approved and authorize the officers of the Company to effect, organization and establishment of a Japanese wholly-owned subsidiary to support the Company’s operations, business development, and strategic growth initiatives. Pursuant to that authorization of the Board, on October 13, 2025, the Company announced the establishment of its wholly-owned subsidiary in Tokyo, Japan (the “Japanese Subsidiary”). The Japanese Subsidiary will serve as the Company’s regional headquarters for Web 3.0 and entertainment-related initiatives in Asia, focusing on real-world asset tokenization, decentralized finance, non-fungible tokens, and distributed storage technology. A copy of the Company’s press release announcing the establishment of the Japanese Subsidiary is furnished as Exhibit 99.1 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
99.1		Press Release dated October 13, 2025 – Professional Diversity Network, Inc. Announces Establishment of Japanese Subsidiary.
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 14, 2025	By:	/s/ Xun Wu
	Name:	Xun Wu
	Title:	Chief Executive Officer

FAQ

What did IPDN announce in this 8-K?

IPDN established a wholly-owned subsidiary in Tokyo, Japan to support operations and strategic growth initiatives in Asia.

When was the new Japanese subsidiary approved and announced?

The Board approved it on September 5, 2025, and the company announced it on October 13, 2025.

Where is IPDN’s new subsidiary located?

Tokyo, Japan; it will serve as the regional headquarters for Asia.

What will the Japanese subsidiary focus on?

Web 3.0 and entertainment-related initiatives, including real-world asset tokenization, decentralized finance, non-fungible tokens, and distributed storage technology.

Is the subsidiary wholly owned by IPDN?

Yes, the filing states it is a wholly-owned subsidiary.

What exhibit accompanies the announcement?

Exhibit 99.1 is the press release dated October 13, 2025 announcing the establishment of the Japanese subsidiary.