Professional Diversity Network : Private Placement Form 8 K

About this update from Professional Diversity Network, Inc.

Item 3.02 Unregistered Sales of Equity Securities On December 19, 2024, Professional Diversity Network, Inc. (the "Company") entered into a stock purchase agreement (the "Agreement") with Aurus Vertex Limited (the "Investor"), a British Virgin Islands company, in connection with the purchase by the Investor of 2,500,000 shares of common stock of the Company (the "Shares") at a price of $0.60 per share (representing approximately a 25% premium to the closing price of the common stock on December 18, 2024) for aggregate gross proceeds of $1.5 million. The closing of the transaction is expected to take place on December 23, 2024 (the "Closing Date"). The offer and sale of the Shares is exempt from registration due to the exemption for offshore transactions found in ‎Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as ‎amended (the "Securities Act"), and other exemptions from the registration requirements of the Securities Act. ‎The Company relied, in part, upon representations that the Investor was not in the United States at the time of the ‎purchase and is not, and is not acting for the benefit of, a U.S. Person as defined in Rule 902(k) under Regulation S ‎under the Securities Act.‎ Pursuant to the Agreement and subject to the conditions outlined in the Agreement, the Investor has the right to purchase an additional 1,000,000 shares (the "Second Closing Shares") at a subsequent closing (the "Second Closing"). The Purchaser may elect to exercise its right to purchase the Second Closing Shares by delivering written notice to the Company at any time (a) after the Company has received the requisite stockholder approval (the "Stockholder Approval") of the issuance and sale of the Second Closing Shares under applicable listing rules of the Nasdaq Stock Market, and (b) on or before the later of (i) the 90 th day following the Closing Date and (ii) the 10 th day following the receipt of Stockholder Approval, but in no event after June 30, 2025. The Company has agreed to exercise commercially reasonable efforts to obtain the Stockholder Approval at a duly called meeting of stockholders or, if applicable, by written consent. In no event shall the Company be obligated to issue and sell the Second Closing Shares unless and until the Stockholder Approval has been obtained. The purchase price per share of the Second Closing Shares will be the lesser of (a) $0.60 per share and (b) the closing price of the Common Stock on the date that Purchaser delivers its written notice to the Company of its election to purchase the Second Closing Shares as described above. A copy of the Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. ‎

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