[D] Professional Diversity Network, Inc. SEC Filing

Rhea-AI Filing Summary

Professional Diversity Network, Inc. (a Delaware corporation) filed a Form D claiming a Rule 506(b) exemption for an equity offering. The filing reports a consulting agreement dated 2025-09-12 under which the company issued 550,000 shares of common stock to an accredited investor as 12 months of advisory compensation. The Form D shows Total Offering Amount $0, Total Amount Sold $0, Total Remaining $0, and identifies 1 investor. No cash proceeds, sales agents, commissions, or finder fees are reported.

Positive

• Equity issued for services rather than cash, preserving company cash resources
• Clear use of Rule 506(b) exemption with only accredited investor participation (1 investor)
• No sales commissions or finders' fees reported, indicating limited transaction costs

Negative

• Issuance of 550,000 common shares constitutes dilution to existing shareholders
• Filing reports no cash proceeds or valuation, preventing assessment of economic terms or dilution impact
• No disclosure of vesting or approval details, leaving potential governance or conflict-of-interest questions unanswered

Insights

Securities Analyst

TL;DR Issuance is non-cash compensation under Rule 506(b); limited investor exposure and no reported proceeds.

The filing documents an equity issuance as compensation for consulting services: 550,000 common shares granted to an accredited investor for a 12-month advisory engagement. The Form D records no cash proceeds, no sales compensation, and only one investor, consistent with a private exempt placement under Rule 506(b). This structure limits public market impact in the near term but represents equity dilution. The filing provides no information on share class economics, valuation, or potential vesting, restricting assessment of financial impact.

Corporate Governance Expert

TL;DR Non-cash equity grant to an insider/advisor raises governance and disclosure questions but is routine if approved.

The Form D indicates the company used common stock as consideration for advisory services rather than cash, which is a common practice for early-stage or cash-constrained issuers. The filing names executive officers and directors and discloses no related-party cash payments. However, the document does not disclose approval details, vesting, or whether the recipient has related-party ties to the board, limiting evaluation of conflicts of interest. Additional corporate minutes or disclosures would clarify governance safeguards.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001546296

Professional Diversity Network, LLC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Professional Diversity Network, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Professional Diversity Network, Inc.
Street Address 1		Street Address 2
55 EAST MONROE STREET		SUITE 2120
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
CHICAGO	ILLINOIS	60603	312-614-0950

3. Related Persons

Last Name	First Name	Middle Name
Wu	Xun
Street Address 1	Street Address 2
55 E. Monroe Street	Suite 2120
City	State/Province/Country	ZIP/PostalCode
Chicago	ILLINOIS	60603

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Gu	Yiran
Street Address 1	Street Address 2
55 E. Monroe Street	Suite 2120
City	State/Province/Country	ZIP/PostalCode
Chicago	ILLINOIS	60603

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer and Director

Last Name	First Name	Middle Name
Hao	Zhang
Street Address 1	Street Address 2
55 E. Monroe Street	Suite 2120
City	State/Province/Country	ZIP/PostalCode
Chicago	ILLINOIS	60603

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cheung	Wai Kee
Street Address 1	Street Address 2
55 E. Monroe Street	Suite 2120
City	State/Province/Country	ZIP/PostalCode
Chicago	ILLINOIS	60603

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lu	Haixia
Street Address 1	Street Address 2
55 E. Monroe Street	Suite 2120
City	State/Province/Country	ZIP/PostalCode
Chicago	ILLINOIS	60603

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Song	Tai
Street Address 1	Street Address 2
55 E. Monroe Street	Suite 2120
City	State/Province/Country	ZIP/PostalCode
Chicago	ILLINOIS	60603

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
X	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-12				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$0	USD	or Indefinite
Total Amount Sold	$0	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

On 9/12/2025, the Company entered into a consulting agreement with an accredited investor for certain advisory services for 12 months, and as consideration, issued 550,000 shares of common stock to such investor.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

0

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Professional Diversity Network, Inc.	/s/ Xun Wu	Xun Wu	Chief Executive Officer	2025-09-24

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did Professional Diversity Network (IPDN) issue under this Form D?

The company issued 550,000 shares of common stock as consideration under a 12-month consulting agreement dated 2025-09-12.

Did the company report any cash proceeds from the offering in this Form D?

No. The Form D reports Total Offering Amount $0, Total Amount Sold $0, and Total Remaining $0.

Which exemption did IPDN claim for this offering?

The issuer claimed an exemption under Rule 506(b) of Regulation D.

How many investors participated in the offering?

The Form D reports 1 investor participated in the offering.

Were any sales commissions or finders' fees paid?

No. The filing reports $0 in sales commissions and $0 in finders' fees.