Professional Diversity Network Enters into Profit Participation Agreement with Koala Malta Limited

Professional Diversity Network, Inc. recently disclosed in a Form 8-K filing to the Securities and Exchange Commission that on December 5, 2024, the company entered into a Profit Participation Agreement (PPA) with Koala Malta Limited. The agreement involves the acquisition of a 6% right in QBSG Limited, previously known as Koala Crypto Limited, by Professional Diversity Network. The deal allows the company to receive all distributions and dividends from the Target on an annual basis, along with associated rights, title, and interest.

The consideration for this acquisition amounts to $1,200,000, comprising $700,000 in cash and $500,000 in the Company’s common stock, equating to 1,136,363 shares at a price of $0.44 per share. With this new agreement, coupled with a previous 9% share purchase from the Seller in September 2022, Professional Diversity Network now possesses the right to receive 15% of any distributions and dividends by the Target.

The PPA includes typical representations, warranties, and covenants pertinent to such transactions, as well as certain indemnification obligations for breaches of these representations, warranties, and covenants. The specifics of the PPA are outlined more comprehensively in Exhibit 10.1 attached to the Form 8-K filing.

Concurrently, at the closing of the PPA, Professional Diversity Network, the Seller, and the Target revised the Shareholders’ Agreement, providing that the Target will distribute a minimum of 50% of profits available after taxation as indicated by the audited accounts on an annual basis.

Moreover, the issuance of Consideration Shares, which were part of the transaction, was exempt from registration under the Securities Act of 1933 following prescribed exemptions, including Regulation D and/or Regulation S under the Act. The Consideration Shares are restricted and come with a standard restrictive legend prohibiting their sale without registration under the Securities Act or an applicable exemption.

Professional Diversity Network complemented the filing with a Regulation FD Disclosure on December 10, 2024, issuing a press release to announce the transaction. All details of the release can be found in Exhibit 99.1 attached to the Form 8-K.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Professional Diversity Network’s 8K filing here.

About Professional Diversity Network

Professional Diversity Network, Inc operates online professional networking communities with career resources in the United States. It operates through three segments: Professional Diversity Network (PDN Network), National Association of Professional Women (NAPW Network), and RemoteMore USA (RemoteMore).