Professional Diversity Network Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

Date of Report (Date of earliest event reported): July 6, 2026 (July 2, 2026)

 

 

 

55 E. Monroe Street, Suite 2120, Chicago, Illinois 60603

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (312) 614-0950

 

 

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):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

On July 2, 2026, Professional Diversity Network, Inc. (the “Seller”) entered into a Stock Purchase Agreement (the “SPA”) with MEB Holding LLC, a limited liability company organized and existing under the laws of the Commonwealth of Massachusetts with its principal place of business in the Commonwealth of Massachusetts (the “Buyer”).

 

The Seller owns 100% of the outstanding and issued shares of common stock (the “Shares”) of, both, NAPW, Inc., a Delaware corporation and IAW, Inc., a Delaware corporation. Pursuant to the SPA, the Seller agreed to sell, transfer and assign to the Buyer and the Buyer agreed to purchase all the Seller’s right, title and interest in and to the Shares, at an aggregate purchase price of US$150,000.00 (the “Transaction”). The board of directors of the Seller approved the Transaction on July 2, 2026. Pursuant to the SPA, the parties agreed that the Transaction would be effective for accounting and economic purposes as of June 30, 2026. The Transaction closed on July 3, 2026, upon the Buyer's payment of the purchase price as contemplated by the SPA.

 

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”), and incorporated by reference herein.

 

 

The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Shares is incorporated by reference herein in its entirety. The offer and sale of the Shares pursuant to the SPA is and will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. This Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale of the shares of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

 

Item 9.01. Financial Statements and Exhibits.

 

 

Exhibit No. Description

 

10.1 Stock Purchase Agreement, dated July 2, 2026

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.