Professional Diversity Network OKs Reverse Split

Professional Diversity Network, Inc. held a Special Meeting of Stockholders on July 13, 2026, with 12,766,494 shares of common stock represented, constituting a quorum.

Rhea-AI Filing Summary

Professional Diversity Network, Inc. held a Special Meeting of Stockholders on July 13, 2026, with 12,766,494 shares of common stock represented, constituting a quorum. Stockholders approved two amendments to the Certificate of Incorporation.

First, stockholders approved an amendment to permit a reverse stock split of the outstanding common stock at a ratio ranging from 1-for-2 to 1-for-2000, with the exact ratio to be determined by the Board of Directors in its sole discretion; the proposal received 9,131,707 votes for, 115,909 against, and 156 abstentions. Second, stockholders approved increasing authorized capital stock from 46,000,000 shares (45,000,000 common and 1,000,000 preferred, each with $0.01 par value) to 1,001,000,000 shares (1,000,000,000 common and 1,000,000 preferred, each with $0.0001 par value), with 6,700,459 votes for, 89,041 against, 148 abstentions, and 2,458,124 broker non-votes.

Filing Explained

The vote approved future split authority and a larger share ceiling, but this filing reports neither a completed split nor new shares issued.

The filing records shareholder approval of both amendments, so the company has cleared the vote stage, but the filing does not establish that either structural action has been completed.

The approved changes create authority for a board-selected reverse split and a higher authorized-share ceiling, without reporting an immediate change in shares outstanding.

A reverse split would consolidate shares and raise the per-share price proportionally, while the split itself would not change company value; the authorized-share amendment permits more shares but does not itself issue them.

If the company later issues additional shares under the expanded authorization, existing holders’ percentage ownership could decrease absent offsetting changes; this filing gives no consideration, proceeds, dilution amount, or issuance terms.

The unresolved implementation points are the board’s eventual split ratio and any later disclosure showing that the charter amendment became effective or shares were issued.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at Special Meeting: 12,766,494 shares Reverse split minimum ratio: 1-for-2 Reverse split maximum ratio: 1-for-2000 +5 more

8 metrics

Shares represented at Special Meeting 12,766,494 shares Shares of common stock represented in person or by proxy, constituting a quorum

Reverse split minimum ratio 1-for-2 Lower end of Board-authorized reverse stock split range for common stock

Reverse split maximum ratio 1-for-2000 Upper end of Board-authorized reverse stock split range for common stock

Authorized shares before amendment 46,000,000 shares Total authorized capital stock before increase (45,000,000 common, 1,000,000 preferred)

Authorized shares after amendment 1,001,000,000 shares Total authorized capital stock after increase (1,000,000,000 common, 1,000,000 preferred)

Votes for Proposal 1 9,131,707 votes Votes in favor of reverse stock split charter amendment

Votes for Proposal 2 6,700,459 votes Votes in favor of authorized share increase charter amendment

Broker non-votes Proposal 2 2,458,124 votes Broker non-votes recorded on authorized share increase proposal

Key Terms

reverse stock split, authorized capital stock, par value, broker non-votes

4 terms

reverse stock split financial

"approve an amendment to the Company's Certificate of Incorporation to effect a reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

authorized capital stock financial

"approve an amendment to the Company's Certificate of Incorporation to increase the Company's authorized capital stock"

par value financial

"common shares with a par value of $0.01 and 1,000,000 preferred shares with a par value of $0.01"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

broker non-votes financial

"For 6,700,459 ... Abstentions 148 ... Broker Non-Votes 2,458,124"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Professional Diversity Network (IPDN) stockholders approve regarding a reverse stock split?

Stockholders approved an amendment allowing a reverse stock split of Professional Diversity Network’s outstanding common stock at a ratio between 1-for-2 and 1-for-2000. The Board of Directors may choose the exact ratio within this range in its sole discretion.

What change to authorized shares did IPDN stockholders approve at the Special Meeting?

Stockholders approved increasing authorized capital stock from 46,000,000 shares to 1,001,000,000 shares. This consists of 1,000,000,000 authorized common shares and 1,000,000 authorized preferred shares, each with a par value of $0.0001, replacing the prior $0.01 par value.

How many shares were represented for the Professional Diversity Network (IPDN) Special Meeting quorum?

A total of 12,766,494 shares of Professional Diversity Network common stock were represented in person or by valid proxy at the Special Meeting, constituting a quorum for conducting business and voting on the charter amendment proposals.

What were the voting results for IPDN’s reverse stock split Proposal 1?

For Proposal 1, authorizing a reverse stock split amendment, Professional Diversity Network stockholders cast 9,131,707 votes for, 115,909 votes against, and 156 abstentions. This approval gives the Board discretion to select a reverse split ratio between 1-for-2 and 1-for-2000.

What were the voting results for IPDN’s authorized share increase Proposal 2?

For Proposal 2, increasing authorized capital stock, votes totaled 6,700,459 for, 89,041 against, and 148 abstentions, with 2,458,124 broker non-votes. This approval raises Professional Diversity Network’s authorized shares to 1,001,000,000.

How did par value change for Professional Diversity Network (IPDN) shares?

Following stockholder approval, the authorized common and preferred shares now each carry a $0.0001 par value. Previously, Professional Diversity Network’s 45,000,000 authorized common and 1,000,000 authorized preferred shares each had a par value of $0.01.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/14/2026 - 04:40 PM Learn about SEC filing dates

false 0001546296 0001546296 2026-07-13 2026-07-13

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): July 13, 2026 (July 14, 2026)

PROFESSIONAL DIVERSITY NETWORK, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35824		80-0900177
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)

55 E. Monroe Street, Suite 2120, Chicago, Illinois 60603

(Address of principal executive offices)  

Registrant’s telephone number, including area code: (312) 614-0950

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 check mark 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 5.07 Submission of Matters to a Vote of Security Holders

On July 13, 2026, Professional Diversity Network, Inc., a Delaware corporation (the “Company”), held its Special Meeting of Stockholders (the “Special Meeting”). A total of 12,766,494 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Special Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement filed with the Securities and Exchange Commission on June 4, 2026, are as follows:

Proposal 1: The Company’s stockholders approve an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Company's outstanding common stock at a ratio ranging from one-for-two (1-for-2) to one-for-two thousand (1-for-2000), with the exact ratio to be determined by the Board of Directors in its sole discretion, by the following vote:

For			Against			Abstentions
9,131,707			115,909			156

Proposal 2: The Company’s stockholders approve an amendment to the Company's Certificate of Incorporation to increase the Company's authorized capital stock from:

●    46,000,000 authorized shares

●    consisting of 45,000,000 common shares with a par value of $0.01

●    and 1,000,000 preferred shares with a par value of $0.01

to:

●    1,001,000,000 authorized shares

●    consisting of 1,000,000,000 common shares

●    and 1,000,000 preferred shares

●    each having a par value of $0.0001.

by the following vote:

For			Against			Abstentions			Broker Non-Votes
6,700,459			89,041			148			2,458,124

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Professional Diversity Network, Inc.
Date: July 14, 2026	/s/ Bella Gu
	Bella Gu, Chief Financial Officer

Filing Exhibits & Attachments

4 documents

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