Professional Diversity Network, Inc. current report, 18 August 2015

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Business Context and Reporting Period

Professional Diversity Network, Inc. filed this Form 8-K on August 19, 2015. The filing serves to incorporate by reference the historical audited and unaudited financial statements of NAPW, Inc., a New York corporation acquired by the Company via merger. The referenced financial data covers the years ended December 31, 2013 and 2012, as well as the six months ended June 30, 2014 and 2013.

Key Financial Metrics

This filing does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references the following documents where such data is located:

  • Audited Financial Statements: NAPW, Inc. for years ended December 31, 2013 and 2012 (Exhibit 99.1).
  • Unaudited Financial Statements: NAPW, Inc. for six months ended June 30, 2014 and 2013 (Exhibit 99.2).
  • Pro Forma Information: Combined Company and NAPW data for the year ended December 31, 2013 and six months ended June 30, 2014 (Exhibit 99.3).

The filing text does not provide a clear value for any specific financial metric.

Material Changes

The primary material event is the incorporation of NAPW, Inc.'s financial statements into the Company's Registration Statements (Form S-3 No. 333-201341 and Form S-8 No. 333-203156). The filing notes that the historical financial statements for NAPW were audited by Friedman LLP.

Guidance, Outlook, and Risks

The filing contains no management commentary, forward-looking guidance, or specific risk factors. It is a procedural filing to satisfy disclosure requirements for the referenced registration statements. The consent of the auditor, Friedman LLP, is attached as Exhibit 23.1.

Investor Verification Checklist

  • Verify the specific financial figures in Exhibit 99.1 (Audited NAPW statements) and Exhibit 99.2 (Unaudited NAPW statements) as they are not listed in the text of this 8-K.
  • Review the Unaudited Pro Forma Combined Financial Information in Exhibit 99.3 to understand the combined financial position post-merger.
  • Confirm the details of the Registration Statements (No. 333-201341 and No. 333-203156) to understand the context of the capital raising or equity plan.
  • Check the original Form 8-K filed on December 10, 2014, as the exhibits referenced herein are incorporated by reference from that earlier filing.