[D] Professional Diversity Network, Inc. SEC Filing

Rhea-AI Filing Summary

Professional Diversity Network, Inc. filed a Form D reporting a Regulation D, Rule 506(b) exempt offering. The company states it offered and sold a total of $1,800,000 by issuing 560,000 shares of common stock pursuant to a Copyright Transfer Agreement dated 9/12/2025. The filing lists one investor and indicates no sales commissions or finders' fees were paid and $0 of the gross proceeds were used to pay executive officers, directors, or promoters. The issuer identifies itself as a Delaware corporation headquartered in Chicago, classifies its industry as "Other Technology," and reports issuer size in the $5,000,001–$25,000,000 range. The notice is marked a new notice with first sale on 2025-09-12 and the offering is not intended to last more than one year.

Positive

• $1,800,000 raised via the offering with 560,000 shares issued, increasing company capital
• No sales commissions or finders' fees reported, preserving more proceeds for the company
• $0 disclosed as paid to executives or directors from offering proceeds

Negative

• Investor concentration: only one investor purchased securities, indicating potential single-party concentration risk
• Limited disclosure of share terms: filing does not include details beyond number of shares and consideration, such as restrictions or investor rights

Insights

Securities Analyst

TL;DR The company completed a Rule 506(b) private placement raising $1.8M via equity issuance; offering shows limited investor breadth and no placement fees.

The Form D indicates a closed private placement of $1,800,000 through issuance of 560,000 common shares to one investor under a Copyright Transfer Agreement dated 9/12/2025. Use-of-proceeds disclosures state no payments to insiders and no sales commissions or finders' fees were paid, which simplifies capital deployment considerations. The Rule 506(b) election means general solicitation was not used and the investor count (one) suggests concentration risk if that investor is a single large holder. For investors, key quantifiable facts are the amount raised, shares issued, and absence of additional investors or fees disclosed in the filing.

Corporate Governance Expert

TL;DR The filing documents equity issued to a single accredited investor with explicit disclosure that insiders received no proceeds.

The Form D names executive officers and directors and discloses that $0 of the offering proceeds were used to pay any named executives, directors or promoters. Signature shows CEO Xun Wu authorized the filing. The concentrated investor base (one investor) and the direct issuance tied to a Copyright Transfer Agreement are corporate actions investors may review for related-party considerations and future governance effects. The filing provides clear disclosure on compensation, commissions, and investor count but does not include details about the terms of the shares beyond quantity issued and consideration received.

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
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):

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

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	$1,800,000	USD	or Indefinite
Total Amount Sold	$1,800,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

The Company issued 560,000 shares of its common stock pursuant to a Copyright Transfer Agreement, dated 9/12/2025, with an accredited investor for $1,800,000.

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 amount did Professional Diversity Network, Inc. (IPDN) raise in this Form D filing?

The company raised $1,800,000 by issuing 560,000 shares of common stock.

Under which exemption was the IPDN offering claimed?

The offering was claimed under Regulation D, Rule 506(b).

How many investors participated in the offering reported on the Form D?

The filing reports 1 investor; 0 non-accredited investors were indicated.

Were any sales commissions, finders' fees, or payments to executives disclosed?

The filing reports $0 for sales commissions and finders' fees and $0 used to pay executives, directors, or promoters.

When did the first sale in this offering occur?

The Form D identifies the date of first sale as 2025-09-12.