PROFESSIONAL DIVERSITY NETWORK, INC. (NASDAQ:IPDN) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities
On June 26, 2020, Professional Diversity Network, Inc. (the “Company”) entered into an agreement with Malven Group Limited, a company established under the laws of the British Virgin Islands and an existing shareholder of the Company (“Malven”), in connection with the purchase by Malven of 312,500 shares of common stock of the Company (collectively the “Shares”) at a price of $3.20 per share for gross proceeds of $1,000,000. The closing of the transaction is expected to take place on June 30, 2020.
The issuances of the Shares are exempt from registration due to the exemption found in Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The sales were offshore transactions since the offerees/purchasers were outside the United States at the time of the purchase. Further, there were no directed selling efforts of any kind made in the United States either by the Company or any affiliate or other person acting on the Company’s behalf in connection with the offerings. All offering materials and documents used in connection with the offers and sales of the securities included statements to the effect that the securities have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Securities Act or an exemption therefrom is available, and that hedging transactions involving the Shares may not be conducted unless in compliance with the Securities Act. Malven certified that it is not a U.S. person (as that term is defined in Regulation S) and is not acquiring the Shares for the account or benefit of any U.S. person and agreed to resell the applicable Shares only in accordance with the provisions of Regulation S, to registration under the Securities Act or to an available exemption from registration. The Shares sold are restricted securities and the certificates representing the Shares will be affixed with a standard restrictive legend, which states that the Shares cannot be sold without registration under the Securities Act or an exemption therefrom.
About PROFESSIONAL DIVERSITY NETWORK, INC. (NASDAQ:IPDN)
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.