Professional Diversity Network, Inc. 8-K Filings

Professional Diversity Network, Inc. appointed its current CFO, Yiran Gu, as CEO effective October 2, 2026, and entered into a 12-month employment agreement governing both roles. The board determined not to renew Xun Wu’s CEO appointment following expiration of his term, effective July 22, 2026; his cessation was not due to a disagreement over the company’s operations, policies or practices. Gu will continue as CFO until a successor is appointed or the board otherwise determines. Her agreement provides aggregate annual base compensation of $300,000 for both offices, payable in cash, shares or a combination as determined and approved by the Compensation Committee. The agreement’s term begins October 2, 2026, unless earlier terminated under its terms.

Professional Diversity Network, Inc. (IPDN) regained compliance with Nasdaq’s $1.00 minimum bid price requirement after its common stock’s closing bid price was at or above $1.00 per share for 10 consecutive business days, from September 14, 2026 through September 25, 2026. Nasdaq notified the company on September 28, 2026 that it had regained compliance and that the matter was closed.

Nasdaq had notified the company on June 5, 2026 that the closing bid price had been below $1.00 per share for 30 consecutive business days. The company said the price condition was satisfied following its previously announced reverse stock split.

Professional Diversity Network, Inc. (IPDN) implemented a 1-for-30 reverse stock split of its outstanding common stock, effective at 5:30 p.m. Eastern Time on September 11, 2026, pursuant to a charter amendment approved by stockholders and the board of directors. The company’s common stock will begin trading on the Nasdaq Capital Market on a split-adjusted basis at the opening of trading on September 14, 2026, under ticker IPDN and new CUSIP 74312Y509.

The reverse stock split reduces the number of issued and outstanding shares but does not change the total number of authorized shares or the par value. Based on 19,974,323 shares outstanding as of September 9, 2026, approximately 665,811 shares are expected to be outstanding after the split, with fractional shares rounded up, so stockholders’ percentage ownership is expected to remain essentially unchanged aside from immaterial rounding effects. Proportionate adjustments will also be made to outstanding equity awards, options, warrants, and related exercise prices, including common warrants issued on August 13, 2026.

Professional Diversity Network, Inc. reported that on August 14, 2026 it issued a press release announcing its financial and operational results for the three months ended June 30, 2026. The press release is provided as Exhibit 99.1 and is referenced for details on those results.

The company stated that the information related to its results, furnished under Items 2.02 and 7.01 together with Exhibit 99.1, is being provided to the SEC but is not deemed filed or incorporated by reference into its Securities Act or Exchange Act filings. The report also notes that the press release contains forward-looking statements with related cautionary language.

Professional Diversity Network, Inc. completed a best efforts public equity offering of 7,144,000 Units, each priced at $0.28. The transaction combined 1,620,000 Units with common shares and warrants and 5,524,000 Pre-Funded Units with pre-funded and common warrants, all registered on a Form S-1 declared effective on August 12, 2026. Common Warrants are immediately exercisable at $0.28 per share for three years, with anti-dilution adjustments and a floor price of $0.08. The deal generated gross proceeds of about $2.0 million, with Maxim Group LLC earning a 6% cash fee plus expense reimbursement. Executive officers, directors and 5% holders agreed to a 90-day lock-up, while a key financing counterparty accepted a 75-day standstill in exchange for 20% of the offering’s gross proceeds, with remaining net proceeds earmarked for working capital and general corporate purposes.

Professional Diversity Network, Inc. amended its charter to increase its authorized capital stock to 1,001,000,000 shares, consisting of 1,000,000,000 common and 1,000,000 preferred shares, and to reduce the par value of both classes to $0.0001 per share.

This amendment was approved by stockholders at a July 13, 2026 Special Meeting and filed with the Delaware Secretary of State, becoming effective at 5:30 p.m. ET on July 23, 2026. Before the change, total authorized capital stock was 46,000,000 shares, including 45,000,000 common and 1,000,000 preferred, each with a par value of $0.01 per share.

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.

Professional Diversity Network, Inc. entered into a Stock Purchase Agreement to sell all of its shares of NAPW, Inc. and IAW, Inc. to MEB Holding LLC for an aggregate purchase price of US$150,000.

The board approved the transaction on July 2, 2026, with effectiveness for accounting and economic purposes as of June 30, 2026. The transaction closed on July 3, 2026, and was structured as a private sale relying on Section 4(a)(2) and/or Rule 506(b) of Regulation D.

Professional Diversity Network, Inc. reported the results of its annual shareholder meeting held on June 23, 2026. A total of 7,721,776 shares of common stock were represented, which constituted a quorum for conducting business.

Stockholders elected seven directors to serve until the next annual meeting, with most nominees receiving approximately 5.36–5.39 million votes in favor. Shareholders also ratified SR CPA & Co. as the independent registered public accounting firm for the year ending December 31, 2026, with 7,640,342 votes for. In addition, on a non-binding advisory basis, stockholders approved the compensation of the named executive officers, with 5,390,165 votes in favor.

Professional Diversity Network, Inc. reported that its board of directors adopted amendments to the company’s Second Amended and Restated Bylaws, effective June 10, 2026. The changes revise certain provisions governing stockholder meetings and voting standards, and the full amended Bylaws are available as an exhibit to this Form 8‑K.

Professional Diversity Network, Inc. reports receiving a Nasdaq notice that its common stock failed to meet the $1.00 minimum bid price for thirty consecutive business days as of June 5, 2026. This places the company out of compliance with Nasdaq Listing Rule 5550(a)(2).

The company has a 180-day compliance period, until December 2, 2026, for its share price to close at or above $1.00 for at least ten consecutive business days to regain compliance. If it still fails to comply, a second 180-day period may be available if other listing standards are met, but the stock ultimately faces possible delisting and a Nasdaq hearings process. The company is monitoring its stock price and evaluating measures to address the deficiency, while cautioning there is no assurance it will regain or maintain compliance.

Professional Diversity Network, Inc. reported Q1 2026 revenue of approximately $1.55 million, up 2.9% from $1.51 million a year earlier, driven by a 71.3% increase in contracted software development revenue to about $0.84 million. Recruitment and membership revenues declined as demand for online hiring and membership networks softened.

Cost of revenues rose 40.9% to about $1.01 million, and depreciation and amortization jumped to roughly $1.20 million, mainly from amortizing acquired musical works copyrights. As a result, net loss from continuing operations widened to about $1.86 million versus $0.74 million, while Adjusted EBITDA was a loss of about $0.63 million.

The balance sheet improved, with total stockholders’ equity increasing to $13.92 million from $11.75 million and the working capital deficit shrinking to roughly $0.79 million. Financing activities provided about $1.39 million of net cash, including approximately $1.2 million from common stock sales. The company continues a strategic pivot toward a Real World Asset Exchange while monitoring market conditions.

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.

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.

Professional Diversity Network, Inc. reported fourth-quarter and full-year 2025 results showing modest revenue pressure but sharply higher losses. Full-year revenue was about $6.55M, down 2.7% from 2024, as TalentAlly and NAPW declined while RemoteMore’s contracted software development revenue grew 49.0% to roughly $2.73M.

Costs rose significantly, with 2025 cost of revenues up 40.7% to about $3.72M and general and administrative expenses more than doubling to approximately $7.21M. Net loss from continuing operations widened to about $6.51M versus $2.60M in 2024. Adjusted EBITDA was a loss of roughly $2.64M. Cash and cash equivalents fell to about $0.22M, offset by $1.25M of restricted cash, as operating and investing outflows were funded by $6.83M of financing inflows.

Professional Diversity Network, Inc. entered into a purchase agreement to acquire 25,937,800 DTT Tokens from DeeptradeX.ai, a digital asset trading platform. The tokens are utility tokens used as a medium of exchange for services on DeeptradeX.ai’s Web3.0 platform and do not carry equity, debt, dividend, governance, or profit‑sharing rights.

The total consideration is $2,593,780, which the company’s board approved to pay by issuing 1,358,000 shares of common stock, subject to Nasdaq Listing Rule 5635 limitations, in a private, unregistered transaction under Section 4(a)(2) and/or Regulation D. The DTT Tokens will be delivered to a company-designated wallet, locked up for 12 months, then vest linearly over 24 months under an immutable smart contract. The agreement includes customary representations and indemnities, including regulatory compliance and token functionality provisions.

Professional Diversity Network, Inc. (IPDN) disclosed that on November 24, 2025 it entered into a copyright transfer agreement with Shohan Event Organizers Co., L.L.C., a non-affiliated accredited investor. The company agreed to acquire five original musical works for total consideration of $1,576,920.

The board approved paying this consideration through the issuance of 927,600 shares of common stock, rather than cash, subject to the limitations of Nasdaq Listing Rule 5635. These shares will be issued as unregistered securities in a private placement relying on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation D, including Rule 506(b).

The agreement includes customary representations, warranties and covenants, and is filed as an exhibit. The company also cautions that statements about possible share issuance and related matters are forward-looking and subject to risks described in its prior and future SEC reports.

Professional Diversity Network, Inc. (IPDN) reports that Streeterville Capital, LLC has waived the company’s obligation to file a Form S-1 registration statement related to their existing equity financing arrangement. The underlying securities purchase agreement, signed on September 5, 2025, allows IPDN to sell common stock to Streeterville in one or more pre-paid advance purchases for an aggregate purchase price of up to $20,000,000 over two years from that date. A later side letter had required IPDN to register at least 8,250,000 shares of common stock for issuance to the investor, but that registration requirement is now fully waived, while all other terms of the agreement and side letter remain in effect.

Professional Diversity Network, Inc. (IPDN) filed a Form 8-K announcing it issued a press release under Item 2.02 (Results of Operations and Financial Condition). The press release, dated November 14, 2025, is attached as Exhibit 99.1 and incorporated by reference.

The filing lists IPDN’s common stock on The NASDAQ Stock Market LLC under the symbol IPDN. The report was signed by Chief Financial Officer Yiran Gu on November 14, 2025.

Professional Diversity Network (IPDN) appointed His Highness Shaikh Ali Sultan Al Nuaimi as an independent director, effective November 5, 2025. The Board determined he meets Nasdaq’s independence standards. He serves as managing director of the Al Nuaimi Group of Companies and as a director of BOF Acquisition Tech Corporation.

On November 5, 2025, he entered into an Independent Director Service Agreement and the Company’s standard indemnification agreement. Under the non-employee director compensation program, he will receive a $3,000 monthly retainer and reimbursement of reasonable documented expenses. The Board also filled vacancies on the Audit and Compensation Committees with independent directors, effective immediately. A press release announcing his appointment was issued on November 7, 2025.

Professional Diversity Network (IPDN) entered a side letter with Streeterville Capital tied to its existing two-year, up to $20,000,000 pre-paid advance share purchase program. The Investor agreed to release $1,000,000 from a subsidiary deposit account within one business day after a prospectus supplement is filed, subject to conditions.

Those conditions include withdrawing a prior Form S-1, filing a new prospectus supplement to an effective Form S-3 to register up to $3,250,000 shares of common stock issuable under the initial pre-paid purchase in a principal amount of up to $8,655,000, and filing a new Form S-1 to register at least 8,250,000 shares within twenty days of the side letter. The company states it is concurrently filing the prospectus supplement covering the offer and sale to the Investor of up to $3,250,000 shares under the initial pre-paid purchase.

Professional Diversity Network (IPDN) amended its disclosure to detail a new financing. On September 5, 2025, the company entered a securities purchase agreement with Streeterville Capital for pre‑paid advance purchases of common stock up to $20,000,000 over two years. An initial pre‑paid purchase has a principal amount of up to $8,655,000, carrying 8% interest, an original issue discount of up to $640,000 and $15,000 in expenses.

IPDN received $3,397,725 in cash proceeds at closing and $2,275 for 227,500 pre‑delivery shares, with the remaining $4,602,275 to be funded into a controlled deposit account within 30 days, subject to specified conditions. Pricing for future purchases equals 80% of the lowest 10‑day VWAP, with a $1.608 floor, a 9.99% beneficial ownership cap, and a Nasdaq 19.99% issuance cap absent shareholder approval. The company will issue 22,197 commitment shares after shareholder approval. Prepayment requires 120% of the repaid balance; default provisions include step‑ups and interest up to 18% per annum.

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.

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.

Professional Diversity Network, Inc. disclosed that the Board received resignations from directors Long Yi and Eloisa Sultan. Both resignations were effective the same date they were submitted, and the company states that neither director departed due to any disagreement with the company on operations, policies or practices. The Board is actively identifying and evaluating potential candidates to fill the two vacancies created by these departures.

Professional Diversity Network, Inc. filed a Form 8-K reporting exhibit-level agreements dated September 12, 2025. The filing lists a Copyright Transfer Agreement between Professional Diversity Network, Inc. and Streams Ohio Corp. and a Consulting Agreement between Professional Diversity Network, Inc. and B&W Capital Group LLC. The document as provided includes the exhibit descriptions but does not include the text of the agreements within this excerpt or executed signature details. No financial terms, contract durations, scope of services, or other substantive contractual provisions are disclosed in the supplied content.

Professional Diversity Network, Inc. entered a securities purchase agreement with Streeterville Capital, LLC to sell up to $20,000,000 of common stock through prepaid advance purchases. On September 5, 2025 the company closed an initial prepaid purchase providing $3,397,725 in cash proceeds plus $2,275 for pre-delivery shares; the initial facility contemplates up to $8,655,000 in principal with an original issue discount up to $640,000 and accrues interest at 8% per annum.

The agreement includes issuance of 22,197 commitment shares (subject to shareholder approval) and 227,500 pre-delivery shares. Issuances are priced at 80% of the ten-day VWAP subject to a floor of $1.608, and are capped to prevent the investor from owning more than 9.99% outstanding shares. The company filed a prospectus supplement for registered shares and will file an S-1 to register resale of other shares; registration delays trigger incremental increases to the prepaid balance. The financing is secured by deposit account controls, a guaranty by IPDN Holdings and a pledge of IPDN Holdings equity, and contains customary default provisions, remedies and prepayment penalties.

Professional Diversity Network, Inc. reported the issuance of a press release concerning its results of operations and financial condition, and stated that the press release is attached to the report as Exhibit 99.1 and incorporated by reference. The Form 8-K identifies the company's common stock trading as IPDN on The NASDAQ Stock Market and lists the company's principal executive office.

The filing does not include underlying financial tables, earnings figures, or the text of the press release within the body of the report; it instead references the press release as the substantive disclosure.

Professional Diversity Network acknowledged the resignation of interim Chief Financial Officer Lisa Fan and appointed Yiran Gu as Chief Financial Officer and a director, filling a board vacancy. Ms. Gu, age 35, joins from Koala Malta Limited where she led corporate strategy and investor relations since July 2021, and previously served as COO at GNET Tech Holdings from September 2019 to June 2021. She holds an M.A. from the University of York and a B.A. from China West Normal University.

The company entered a 12‑month employment agreement effective August 8, 2025. Her base salary will be paid in common stock with an aggregate fair market value of $100,000 per year; no additional annual bonus or equity awards are specified. Severance provisions include payment of earned unpaid base salary if terminated without cause and, upon a change of control, a lump sum equal to 12 months base salary, a pro‑rated target annual bonus, and immediate vesting of all unvested equity awards. The employment agreement and a director indemnification form are filed as exhibits.

Professional Diversity Network, Inc. (NASDAQ: IPDN) filed an 8-K disclosing a change in its independent auditor under Item 4.01.

Resignation: Sassetti LLC resigned effective 24 Jul 2025 due to scheduling and resource constraints, not audit issues. Sassetti’s FY-2023 and FY-2024 reports were unqualified but included a going-concern emphasis citing recurring operating losses and a capital deficit. The board played no role in the resignation and the company reports no disagreements or reportable events with Sassetti during the covered periods.

New engagement: The Audit Committee appointed SR CPA & Co., a PCAOB-registered firm, as auditor effective 31 Jul 2025. Management confirms that, during the past two fiscal years and subsequent interim period, neither it nor its representatives consulted SR CPA on accounting matters or potential audit opinions.

The company will file Sassetti’s confirmation letter as Exhibit 16.1. No other material events or financial metrics were reported.

Professional Diversity Network, Inc. (NASDAQ: IPDN) has restructured previously issued warrants. On 30 June 2025 the company executed a Warrant Exchange Agreement with a single holder covering 500,000 warrants (250,000 Series A and 250,000 Series B, strike price $6.80) that had been issued on 20 Nov 2024. In return for the holder’s surrender and cancellation of these warrants, IPDN issued 333,333 new common shares ("Exchange Shares") under the Section 3(a)(9) exemption, avoiding registration requirements.

The transaction immediately increases basic shares outstanding by 333,333 but removes the right to acquire 500,000 shares in the future, resulting in a net reduction of 166,667 potential fully-diluted shares. At the same time the company forfeits up to $3.4 million in potential cash proceeds that would have been generated had the warrants been exercised at their original strike price.

Strategic implications:

• Eliminates an overhang that could pressure the stock when warrants approach maturity or when the price nears $6.80.
• Simplifies the capital structure and may improve market perception of dilution risk.
• Creates immediate dilution for existing shareholders and removes a potential future capital infusion.

No other financial statements, earnings data, or operational updates were included in this Form 8-K.