Pro Diversity Network (IPDN) Prices 2.5M Share Offering at $0.80/sh

Professional Diversity Network, Inc. (NASDAQ: IPDN), (“IPDN” or the “Company”), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diverse individuals, today announced that it has entered into a securities purchase agreement with a single institutional investor for the issuance and sale of 2,500,000 shares of its common stock (or common stock equivalents in lieu thereof) in a registered direct offering at a purchase price of $0.80 per share.

In a concurrent private placement, the Company also agreed to issue to the same investor series A common stock purchase warrants (the “Series A Warrants”) to purchase up to 2,500,000 shares of common stock and series B common stock purchase warrants (the “Series B Warrants”) to purchase up to 2,500,000 shares of common stock (the Series A Warrants together with the Series B Warrants, the “Common Warrants”). The Series A Warrants will have an exercise price of $0.86 per share, will be exercisable commencing six months from the date of issuance, and will expire five and one-half years following the date of issuance. The Series B Warrants will have an exercise price of $0.86 per share, will be exercisable commencing six months from the date of issuance, and will expire twenty-four months following the date of issuance.

The gross proceeds from the offerings, before deducting the placement agent's fees and other offering expenses payable by the Company, are expected to be approximately $2 million. The Company expects to use the net proceeds from the offerings for general working capital.

A.G.P./Alliance Global Partners is acting as sole placement agent for the offerings. The offerings are expected to close on or about November 20, 2024, subject to the satisfaction of customary closing conditions.

The shares (or common stock equivalents in lieu thereof) offered to the institutional investor described above are being offered pursuant to a registration statement on Form S-3 (File No. 333-260316), which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 26, 2021. The offering is being made only by means of a prospectus which is a part of the effective registration statement. The Common Warrants will be issued in a concurrent private placement. A final prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Additionally, when available, electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at [email protected]

The private placement of the Common Warrants and the shares underlying the Common Warrants offered to the institutional investor will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder. Accordingly, the securities issued in the concurrent private placements may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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