お知らせ • Nov 21
Professional Diversity Network Expects to Regain Compliance with Minimum Stockholder’s Equity Requirement of Nasdaq Listing Rule 5550(b) Following Securities Purchase Agreement
On November 18, 2024, Professional Diversity Network, Inc. (the ‘Company’) entered into a securities purchase agreement (the ‘Purchase Agreement’) with a single institutional investor (the ‘Investor’), in connection with the purchase by the Investor of 1,400,000 shares of common stock, par value $0.01 per share (‘Common Stock’), and 1,100,000 pre-funded warrants to purchase Common Stock (the ‘Pre-Funded Warrants’) in a registered direct offering (the ‘Offering’) at a price of $0.80 per share (or $0.79 per Pre-Funded Warrant) for aggregate gross proceeds of $1,989,000, pursuant to the Company’s Registration Statement on Form S-3 (Registration Statement No. 333-260316), including the prospectus supplement to the base prospectus being filed in connection with the Offering. The Pre-Funded Warrants have a nominal exercise price of $0.01 per share. The Offering is expected to close on or about November 20, 2024 (the ‘Closing Date’), subject to satisfaction of customary closing conditions. Proceeds of the Offering will be used for general corporate purposes. Concurrently with the execution of the Purchase Agreement, the Company also agreed to issue to the Investor, (i) warrants to purchase up to 2,500,000 shares of the Company’s Common Stock, at an exercise price of $0.86 per share, exercisable six months from the date of issuance of such warrants and expiring five and one-half years following the date of such issuance (the ‘Series A Warrants’), and (ii) warrants to purchase up to an additional 2,500,000 shares of the Company’s Common Stock, at an exercise price of $0.86 per share, exercisable six months from the date of issuance of such warrants and expiring twenty-four months following the date of such issuance (the ‘Series B Warrants’ and, together with the Series A Warrants, the ‘Warrants’). As the Company has previously disclosed, on May 21, 2024, it received a letter from The Nasdaq Stock Market (‘Nasdaq’) notifying it that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Listing Rule 5550(b), because it reported stockholders’ equity of less than $2.5 million in its Quarterly Report on Form 10-Q for the period ended March 31, 2024, and it did not meet the alternative tests for market value of listed securities or net income from continuing operations. In accordance with the notice, within 45 days of receiving the letter, the Company submitted a plan to regain compliance with the minimum stockholders’ equity standard. Based on the Nasdaq staff’s review of the Company’s plan, Nasdaq granted the Company an extension of 180 calendar days from the date of the notification letter to regain compliance (i.e., until November 17, 2024). Nasdaq’s letter informing the Company of the extension, dated as of September 24, 2024, noted that if, on or before November 17, 2024, the Company regained compliance with the stockholder’s equity requirements of Listing Rule 5550(b) and furnished to the SEC on Form 8-K a publicly available report including an affirmative statement that as of the date of the report, the Company believes it has regained compliance with the stockholder’s equity requirement of the Nasdaq continued listing rules, Nasdaq would continue to monitor the Company’s ongoing compliance and, if at the time its next periodic report is filed with the SEC, it does not evidence continued compliance, the Company’s Common Stock may be subject to delisting. The Purchase Agreement was executed with the Investor after the close of business on November 18, 2024 (the business day following November 17, 2024, which fell on a Sunday). The Company believes that, giving effect to the Offering and the receipt of proceeds therefrom, it has regained compliance with the minimum stockholder’s equity requirement of Listing Rule 5550(b). The Offering and related transactions were announced the following day. The Company can give no assurance that Nasdaq staff will view the announcement of such transactions as timely for purposes of the conditions set forth in its September 24, 2024 letter. Even if Nasdaq does consider the Company to have regained compliance with Listing Rule 5550(b), as outlined in its September 24, 2024 letter, it will continue to monitor the Company’s ongoing compliance through its next periodic report filed with the SEC (its Annual Report on Form 10-K for the fiscal year ending December 31, 2024). The Company can give no assurance that it will be deemed to have achieved, or that it will be able to maintain, compliance with applicable Nasdaq listing requirements.