Professional Diversity Network, Inc. SEC Filings

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. notified holders that Majority Stockholders holding approximately 52.5 executed a written consent approving three corporate actions: the Securities Purchase Agreement, related issuances of Transaction Shares, and an Increase in Authorized Share Capital from 45,000,000 to 500,000,000 shares.

The Securities Purchase Agreement with Streeterville Capital provides a commitment of up to $20,000,000 in Pre-Paid Purchases. At an initial closing on September 5, 2025, the Company received $3,397,725 and issued 227,500 Pre-Delivery Shares. The facility includes 22,197 Commitment Shares to be issued after shareholder approval, a 9.99 beneficial ownership limit, and a purchase-price mechanic equal to 80 of the lowest 10-day VWAP subject to a $1.608 floor.

The Company also issued convertible notes totaling $400,000 bearing 12 interest, convertible at a floor of $0.47 or 80 of specified VWAP/average prices. The actions were effective subject to Rule 14c-2 timing, with record date for notice of September 22, 2025.

Professional Diversity Network, Inc. has filed a Form S-1 to register the resale of up to 10,346,994 shares of common stock by Streeterville Capital, LLC. These shares include stock issued or issuable under a committed equity financing that allows Streeterville to fund up to $20,000,000 over two years through prepaid share purchases.

The company will not receive any proceeds from Streeterville’s resale of shares, but will receive cash when it issues new shares to Streeterville under the Securities Purchase Agreement. Purchase prices are set at 80% of the lowest daily volume-weighted average price over ten trading days, subject to a $1.608 floor and a 9.99% beneficial ownership cap. As of September 24, 2025, 4,105,369 shares were outstanding, and if all registered shares were issued, they would represent a large additional block and could significantly dilute existing holders.

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.

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.

Professional Diversity Network, Inc. obtained written consent from holders of about 52.5% of its voting power to approve several major capital actions without a stockholder meeting. The company will honor a Securities Purchase Agreement with Streeterville Capital for up to $20,000,000 of pre-paid equity purchases, including an initial pre-paid purchase that provided $3,397,725 in cash and may be increased by an additional $4,602,275, plus 22,197 commitment shares and 227,500 pre-delivery shares. Separate convertible notes with two investors raised $400,000 at a $0.47 floor conversion price, with conversion pricing tied to discounted recent trading levels.

Stockholders also approved an increase in authorized common shares from 45,000,000 to 500,000,000, compared with 4,105,369 shares outstanding as of September 21, 2025. The Nasdaq 20% rule required stockholder approval because the transactions can involve issuing 20% or more of outstanding common stock at prices based on 80% of recent volume-weighted averages. The company cautions that these financings and the larger share authorization may cause substantial dilution, greater share price volatility, and potential downward pressure if the investor or noteholders resell shares.