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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Professional Diversity Network, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
74312Y301 (CUSIP Number) |
AUROUS VERTEX LTD Flat 18 Peninsula Heights, 93 Albert Embankment London, X0, SE1 7TY 44-7830969900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 74312Y301 |
| 1 |
Name of reporting person
AUROUS VERTEX LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,500,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percent of class is based on 18,232,748 shares of common stock outstanding as of January 27, 2025.
SCHEDULE 13D
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| CUSIP No. | 74312Y301 |
| 1 |
Name of reporting person
Yip Siu Man | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,500,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percent of class is based on 18,232,748 shares of common stock outstanding as of January 27, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Professional Diversity Network, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
55 EAST MONROE STREET, SUITE 2120, CHICAGO,
ILLINOIS
, 60603. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being jointly filed by Aurous Vertex Limited, a company incorporated in the British Virgin Islands and Yip Siu Man, an individual (together, the "Reporting Persons") pursuant to a joint filing agreement, dated January 28, 2025 (the "Joint Filing Agreement"), which is filed as Exhibit 99.1 to this Schedule 13D and is incorporated by reference herein. |
| (b) | The principal business address of Aurous Vertex Limited is Flat 18 Peninsula Heights, 93 Albert Embankment, London, SE1 7TY, UK.
The principal address of Yip Siu Man is Flat 18 Peninsula Heights, 93 Albert Embankment, London, SE1 7TY, UK. |
| (c) | Aurous Vertex Limited's principal business is investment management.
Yip Siu Man is the CEO of Aurous Vertex Limited, an investment management company, with the business address at Flat 18 Peninsula Heights, 93 Albert Embankment, London, SE1 7TY, UK. |
| (d) | During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws or finding any violation with respect to such laws. |
| (f) | Aurous Vertex Limited is incorporated in the British Virgin Islands.
Yip Siu Man is a citizen of Hong Kong. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On December 19, 2024, Aurous Vertex Limited entered into a stock purchase agreement (the "Stock Purchase Agreement") with the Issuer, for the purchase of 2,500,000 shares of Common Stock of the Issuer, for a consideration of US$1,500,000 through a private placement. On January 24, 2025, the Issuer issued 2,500,000 shares of Common Stock to Aurous Vertex Limited. The source of funds for this transaction was working capital of Aurous Vertex Limited. | |
| Item 4. | Purpose of Transaction |
The purpose of the aforementioned acquisitions is for investment. The Reporting Persons will evaluate their investment in the Issuer from time to time and may at any time, based on such evaluation, market conditions and other circumstances, increase or decrease their security holdings in the Issuer or may change their investment strategy as regards to the Issuer. Pursuant to the Stock Purchase Agreement and subject to the conditions outlined in the Stock Purchase Agreement, Aurous Vertex Limited has the right to purchase an additional 1,000,000 shares of Common Stock at a subsequent closing.
Except as set forth in this Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
As part of ongoing evaluation of their investment in the Issuer and investment alternatives, the Reporting Persons may consider such matters in the future and, subject to applicable law or other restrictions, may formulate other purposes, plans or proposals regarding the Issuer or the Issuer's Common Stock that may be deemed to be beneficially owned by the Reporting Person, or take any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained in rows 7, 8, 9, 10, 11, and 13 on the cover pages of this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5. |
| (b) | The information contained in rows 7, 8, 9, 10, 11, and 13 on the cover pages of this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5. |
| (c) | To the best knowledge of the Reporting Persons, except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transactions relating to the Common Stock during the past 60 days. |
| (d) | To the knowledge of the Reporting Persons, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Items 4 of this Schedule 13D is hereby incorporated by reference into this Item 6, as applicable.
Other than the relationships described above, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other persons with respect to any securities of the Issuer, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Joint Filing Agreement, dated January 28, 2025
99.2 Stock Purchase Agreement, dated December 19, 2024 (incorporated herein by reference to the Company's Current Report on Form 8-K (File No. 001-35824) filed with the SEC on December 23, 2024).
https://www.sec.gov/Archives/edgar/data/1546296/000143774924038246/ex_760225.htm |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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