PROFESSIONAL DIVERSITY NETWORK, INC. (NASDAQ:IPDN) Files An 8-K Entry into a Material Definitive Agreement

PROFESSIONAL DIVERSITY NETWORK, INC. (NASDAQ:IPDN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

On June 11, 2020, Professional Diversity Network, Inc. (the “Company”) and Cosmic ‎Forward Limited, a Republic of Seychelles company and a shareholder of the Company (the “Investor”), entered into an amendment (the “Amendment”) to the Stockholders’ Agreement (the “Original Agreement”), dated as of ‎November 6, 2016 between the Company, the Investor and certain other parties ‎named therein.

The Amendment provides, among other things, that notwithstanding anything to the ‎contrary in the Original Agreement, ‎‎(i) the number of directors constituting the Board of Directors of the Company (the “Board”) ‎shall no longer be fixed at nine (9) and the size of the Board may be increased or decreased by ‎the Company in accordance with its Certificate of Incorporation and Bylaws; and (ii) the number of ‎director nominees that the Investor and certain of its affiliates (collectively, the “CFL Parties”) are entitled to nominate shall be equal to the then ‎current size of the Board multiplied by the CFL Parties’ ownership percentage of the Company’s common stock, rounded down to ‎the nearest whole number.

The foregoing description of the terms of the Amendment is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Amendment, and is subject to and qualified in its entirety by reference to the Amendment attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

4.1 Amendment to Stockholders’ Agreement, dated June 11, 2020.

Professional Diversity Network, Inc. Exhibit

To view the full exhibit click here

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Professional Diversity Network, Inc. is an operator of professional networks with a focus on diversity. The Company serves various communities, including Women, Hispanic-Americans, African-Americans, Asian-Americans, Disabled, Military Professionals, and Lesbian, Gay, Bisexual and Transgender (LGBT). The Company’s segments include Professional Diversity Network (PDN Network), which includes online professional networking communities with career resources for the needs of various diverse cultural groups; National Association of Professional Women (NAPW Network), a women-only professional networking organization, and Noble Voice operations (Noble Voice), a career consultation and lead generation service. The Noble Voice call centers qualify callers for real-time job placement. The PDN Network consists of various online professional networking communities dedicated to serving diverse professionals in the United States and employers seeking to hire diverse talent.

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