Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On January 2, 2020, Professional Diversity Network, Inc. (the "Company") received a letter from The Nasdaq Stock Market LLC ("Nasdaq") stating that since the Company has not yet held an annual meeting of shareholders within twelve months of the end of the Company's fiscal year end, it no longer complies with Nasdaq's Listing Rules (the "Listing Rules") for continued listing. The letter further stated that under the Listing Rules the Company has 45 calendar days to submit a plan to regain compliance and if Nasdaq accepts such plan, it can grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2020, to regain compliance.

As described in the Company's 8-K filed on December 2, 2019, the Board of Directors of the Company resolved to postpone the Company's 2019 shareholder meeting pending the results of the independent investigation being conducted by the special committee of the Board with assistance from independent outside legal counsel and auditor. The Company intends to submit a plan to Nasdaq to regain compliance as soon as possible.





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