Opening the filing
8-K
The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 11, 2026, Professional Diversity Network, Inc., a Delaware corporation (the “Company”), acting pursuant to authority received at a special meeting of its stockholders on July 13, 2026 (the “Special Meeting”) and by its board of directors on August 26, 2026, filed with the Secretary of State of the State of Delaware a certificate of amendment (the “Charter Amendment”) to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”). The Charter Amendment effected a one-for-thirty reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), effective as of 5:30 p.m. Eastern Time on September 11, 2026 (the “Effective Time”).
The Reverse Stock Split will not change the total number of shares of Common Stock that the Company is authorized to issue or the par value per share of the Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. All of shares of post-split Common Stock were rounded up to the nearest whole number of such shares. The Reverse Stock Split will result in proportionate adjustments to the number of shares of Common Stock issuable upon the exercise or conversion of the Company’s outstanding equity awards, options, warrants and other securities convertible into or exercisable or exchangeable for Common Stock, as well as the applicable exercise or conversion prices, in each case in accordance with the terms of the applicable plans, agreements or securities. In particular, the Reverse Stock Split constitutes a “Share Combination Event” under the common warrants issued by the Company on August 13, 2026 (the “Common Warrants”), as disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2026. Accordingly, the exercise price of, and the number of shares of Common Stock issuable upon exercise of, the Common Warrants will be adjusted pursuant to the Share Combination Event provisions of the Common Warrants. The Company will notify the holders of the Common Warrants of the applicable adjustments in accordance with the notice provisions of the Common Warrants.
The new CUSIP number for the Common Stock is 74312Y509. The Common Stock will begin trading on the Nasdaq Capital Market on a split-adjusted basis at the start of trading on September 14, 2026.
The Company’s transfer agent, Transhare Corporation, is acting as exchange agent for the Reverse Stock Split. Stockholders holding their shares electronically in book-entry form or through a bank, broker or other nominee are not required to take any action in connection with the Reverse Stock Split. Transhare Corporation will provide instructions to stockholders of record holding certificated shares regarding the exchange of their stock certificates.
The foregoing summary of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 (i)(a) to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.
Exhibit 99.1
EX-99.1 ex_1013478.htm
PRESS RELEASE, DATED SEPTEMBER 10, 2026 ex_1013478.htm EX-99.1
Professional Diversity Network Announces 1-for-30 Reverse Stock Split CHICAGO, September 10, 2026 — Professional Diversity Network, Inc. (NASDAQ: IPDN) (the “Company”) today announced that it will effect a 1-for-30 reverse stock split of its outstanding common stock.
The reverse stock split is expected to become effective at 5:30 p.m. Eastern Time on September 11, 2026, and the Company’s common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market at the opening of trading on September 14, 2026.
The Company’s common stock will continue to trade under the ticker symbol “IPDN” and will trade under a new CUSIP number following the effectiveness of the reverse stock split.
At the effective time, every 30 shares of the Company’s issued and outstanding common stock will automatically be consolidated into one share of common stock. The reverse stock split will not change the total number of shares of capital stock that the Company is authorized to issue.
No fractional shares will be issued in connection with the reverse stock split. Any fractional share resulting from the reverse stock split will be rounded up to the nearest whole share. Based on the 19,974,323 shares of common stock issued and outstanding as of September 9, 2026, approximately 665,811 shares of common stock are expected to be issued and outstanding immediately following the reverse stock split, subject to adjustment as a result of the rounding of fractional shares.
The reverse stock split will apply uniformly to all holders of the Company’s common stock and will not alter any stockholder’s percentage ownership interest in the Company, except for immaterial adjustments that may result from the treatment of fractional shares.
The Company’s transfer agent, Transhare Corporation, will act as the exchange agent in connection with the reverse stock split. Stockholders holding shares electronically in book-entry form or through a bank, broker or other nominee will have their shares adjusted automatically to reflect the reverse stock split, subject to the treatment of fractional shares described above.