Professional Diversity Network, Inc.

false 0001546296 0001546296 2026-08-12 2026-08-12 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): August 13, 2026 ( August 12, 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 , $.0001 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 1.01 Entry into a Material Definitive Agreement. On August 13, 2026 (the “Closing Date”), Professional Diversity Network, Inc., a Delaware corporation (the “Company”), in connection with a best efforts public offering (the “Offering”), sold an aggregate of (x) 1,620,000 units (the “Units”) at an offering price of $0.28 per Unit, consisting of (i) 1,620,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), and (ii) common stock purchase warrants to initially purchase up to 1,620,000 shares of Common Stock (the “Common Warrants”); and (y) 5,524,000 pre-funded units of the Company (the “Pre-Funded Units”) at an offering price $0.2799 per Pre-Funded Unit, consisting of (i) pre-funded common stock purchase warrants exercisable for up to 5,524,000 shares of Common Stock at $0.0001 per share (the “Pre-Funded Warrants”), and (ii) Common Warrants initially exercisable for up to 5,524,000 shares of Common Stock. The Units, the Pre-Funded Units, the Shares, the Common Warrants and the Pre-Funded Warrants included in the Units and the Pre-Funded Units, as applicable, as well as all shares of Common Stock issuable upon exercise of the Common Warrants and the Pre-Funded Warrants, were offered and sold to investors in the Offering and registered pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-297043) (the “Registration Statement”), initially filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on June 26, 2026, which the SEC declared effective on August 12, 2026. One institutional investor in the Offering entered into a securities purchase agreement, dated as of August 12, 2026 (the “Purchase Agreement”), with the Company, while other investors relied solely on the prospectus forming a part of the Registration Statement in connection with the purchase of the securities in the Offering. Neither the Units nor the Pre-Funded Units have stand-alone rights, are certificated or were issued as stand-alone securities. The Shares and the Common Warrants included in the Units, and the Pre-Funded Warrants and the Common Warrants included in the Pre-Funded Units, are immediately separable from one another and were issued separately in the Offering. Each Common Warrant are exercisable immediately upon issuance at an initial exercise price of $0.28 per share (representing 100% of the public offering price of $0.28 per Unit) and will expire on the third anniversary of the date of issuance. A holder of Common Warrants or Pre-Funded Warrants may not exercise any portion of such warrants if, after giving effect to such exercise, the holder, together with its affiliates and any other person or entity acting as a group, would beneficially own more than 4.99% (or, at the election of the holder, up to 9.99%) of the outstanding shares of Common Stock immediately after exercise, subject to the terms and conditions of such warrants. The Pre-Funded Warrants are immediately exercisable at a per share price of $0.0001 until they are exercised in full. The holder of a Pre-Funded Warrant may, in its sole discretion, elect to exercise the Pre-Funded Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the Pre-Funded Warrant. If a registration statement registering the issuance of the shares of Common Stock underlying the Common Warrants under the Securities Act is not effective or available, the holder of a Common Warrant may, in its sole discretion, elect to exercise the Common Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the Common Warrant. The exercise price and the number of shares issuable under the Common Warrants will be proportionately adjusted in the event of certain transactions involving the Common Stock, including stock dividends or share splits, certain distributions and dividends, and rights offerings. Notwithstanding the foregoing, if at any time while the Common Warrants are outstanding, there occurs any share split, share dividend, reverse share split, or share combination, recapitalization or other similar transaction involving the Common Stock (each, a “Share Combination Event”, and the date of that Share Combination Event (or if the Share Combination Event occurs after the close of trading on the principal market, the trading day following that date), the “Share Combination Event Date”), then, in addition and after giving effect to the adjustments for that Share Combination Event elsewhere in the Common Warrants, the exercise price shall be reduced, but in no event increased, to the lowest VWAP (as defined in the Common Warrants) during the period commencing five consecutive trading days immediately preceding and the five consecutive trading days immediately following the Share Combination Event Date (as applicable, the “Event Market Price”); provided, that in calculating the Event Market Price, the VWAP for trading days prior to the Share Combination Event Date shall be the VWAP reported after adjusting for the Share Combination Event. The number of shares issuable under the Warrants will be increased such that the aggregate exercise price, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price on the issuance date for the warrant shares then outstanding. The Common Warrants also contain certain downward adjustment mechanism and anti-dilution provisions. If at any time while the Common Warrants are outstanding, the Company sell, enter into an agreement to sell, or grant any option to purchase, or sell or grant any right to repr