|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Professional Diversity Network, Inc. (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
74312Y301 (CUSIP Number) |
Daria Liashenko Dragonara Business Centre, 5th Floor, Dragonara Road SAINT JULIAN'S, O1, STJ 3141 356 9994 2022 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/24/2024 (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
|
| CUSIP No. | 74312Y301 |
| 1 |
Name of reporting person
Koala Malta 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MALTA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,999,755.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Percentage calculated based on 15,732,748 shares of Common Stock outstanding as of November 14, 2024 as set forth in the Form 10-Q for the quarter ended September 30, 2024 and the current report Form 8-K on November 20, 2024 filed by the Company.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share | |
| (b) | Name of Issuer:
Professional Diversity Network, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
55 EAST MONROE STREET, 55 EAST MONROE STREET, CHICAGO,
ILLINOIS
, 60603. | |
Item 1 Comment:
This statement relates to the shares of common stock, par value $0.01 per share (the "Shares") of Professional Diversity Network, Inc., a Delaware corporation (the "Issuer" or the "Company"). The Issuer's principal executive office is located at 55 East Monroe Street, Suite 2120, Chicago, Illinois 60603. | ||
| Item 2. | Identity and Background | |
| (a) | Koala Malta Limited | |
| (b) | Dragonara Business Centre, 5th Floor, Dragonara Road, St Julian's STJ 3141, Malta | |
| (c) | To the knowledge of the Reporting Person, the name, business address, present principal occupation, and citizenship of each of the directors and executive officers of the Reporting Person are set forth on Schedule A and incorporated herein by reference. | |
| (d) | During the last five years, the Reporting Person (or to the knowledge of the Reporting Person, any of the persons listed on Schedule A) (a) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has not been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws. | |
| (e) | During the last five years, the Reporting Person (or to the knowledge of the Reporting Person, any of the persons listed on Schedule A) (a) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has not been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws. | |
| (f) | To the knowledge of the Reporting Person, the name, business address, present principal occupation, and citizenship of each of the directors and executive officers of the Reporting Person are set forth on Schedule A and incorporated herein by reference. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On December 5, 2024, the Issuer entered into a Profit Participation Agreement (the "PPA") with Koala Malta Limited (the "Seller").
The closing of the PPA (the "Closing") occurred simultaneously with its execution. At the Closing, the Company purchased a 6% right in QBSG Limited (the "Target", previously Koala Crypto Limited) to receive all distributions and dividends which may be declared and/or distributed by the Target on an annual basis in terms of applicable law, along with all rights, title, and interest from the Seller. The consideration of the Profit Participation is $1,200,000, including $700,000 cash and $500,000 value of the Company's common stocks, or a total of 1,136,363 shares at a price of $0.44 per share. | ||
| Item 4. | Purpose of Transaction | |
The Shares were issued to Koala Malta Limited pursuant to the PPA as Consideration Shares.
As of the date of this filing, the Reporting Person does not have any plans or proposals which 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;
(e) Any material changes in the present capitalization or dividend policy of the Issuer;
(f) Any other material changes in the Issuer's business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws 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 Act;
(j) Any action similar to any of those enumerated above.
As part of ongoing evaluation of its investment in the Issuer and investment alternatives, the Reporting Person 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 Stocks 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/A. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person beneficially owns, in the aggregate, 1,999,755 Shares, representing approximately 12.71% of the Issuer's total outstanding Shares immediately after the Share Issuance calculated based on 15,732,748 shares of Common Stock outstanding as of November 14, 2024 as set forth in the Form 10-Q for the quarter ended September 30, 2024 and the current report Form 8-K on November 20, 2024, as filed with the Securities and Exchange Commission. | |
| (d) | To the best knowledge of the Reporting Person no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Person. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The responses to Item 3, Item 4 and Item 5 of this Statement are incorporated herein by reference.
The Profit Participation Agreement provides for the terms and conditions of the Share Issuance.
The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Profit Participation Agreement, which is filed as exhibits to this Schedule 13D/A and incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 The Form 8-K filed with the Securities and Exchange Commission by Professional Diversity Network, Inc. on December 10, 2024. | ||
| 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.
|
|
|