<SEC-DOCUMENT>0001213900-25-029915.txt : 20250408
<SEC-HEADER>0001213900-25-029915.hdr.sgml : 20250408
<ACCEPTANCE-DATETIME>20250408160503
ACCESSION NUMBER:		0001213900-25-029915
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250408
DATE AS OF CHANGE:		20250408

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Professional Diversity Network, Inc.
		CENTRAL INDEX KEY:			0001546296
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370]
		ORGANIZATION NAME:           	06 Technology
		EIN:				800900177
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-87999
		FILM NUMBER:		25821928

	BUSINESS ADDRESS:	
		STREET 1:		55 EAST MONROE STREET
		STREET 2:		SUITE 2120
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60603
		BUSINESS PHONE:		312-614-0950

	MAIL ADDRESS:	
		STREET 1:		55 EAST MONROE STREET
		STREET 2:		SUITE 2120
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60603

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Professional Diversity Network, LLC
		DATE OF NAME CHANGE:	20120402

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AUROUS VERTEX LTD
		CENTRAL INDEX KEY:			0002051345
		ORGANIZATION NAME:           	
		EIN:				000000000
		STATE OF INCORPORATION:			D8
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		FLAT 18 PENINSULA HEIGHTS
		STREET 2:		93 ALBERT EMBANKMENT
		CITY:			LONDON
		STATE:			X0
		ZIP:			SE1 7TY
		BUSINESS PHONE:		447830969900

	MAIL ADDRESS:	
		STREET 1:		FLAT 18 PENINSULA HEIGHTS
		STREET 2:		93 ALBERT EMBANKMENT
		CITY:			LONDON
		STATE:			X0
		ZIP:			SE1 7TY
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
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<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:com="http://www.sec.gov/edgar/common">
  <headerData>
    <submissionType>SCHEDULE 13D/A</submissionType>
    <filerInfo>
      <filer>
        <filerCredentials>
          <!-- Field: Pseudo-Tag; ID: Name; Data: AUROUS VERTEX LTD -->
          <cik>0002051345</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>


    </filerInfo>
  </headerData>
  <formData>
    <coverPageHeader>
      <amendmentNo>1</amendmentNo>
      <securitiesClassTitle>Common Stock, par value $0.01 per share</securitiesClassTitle>
      <dateOfEvent>03/24/2025</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0001546296</issuerCIK>
        <issuerCUSIP>74312Y400</issuerCUSIP>
        <issuerName>Professional Diversity Network, Inc.</issuerName>
        <address>
          <com:street1>55 EAST MONROE STREET</com:street1>
          <com:street2>SUITE 2120</com:street2>
          <com:city>CHICAGO</com:city>
          <com:stateOrCountry>IL</com:stateOrCountry>
          <com:zipCode>60603</com:zipCode>
        </address>
      </issuerInfo>
      <authorizedPersons>
        <notificationInfo>
          <personName>AUROUS VERTEX LTD</personName>
          <personPhoneNum>44-7830969900</personPhoneNum>
          <personAddress>
            <com:street1>Flat 18 Peninsula Heights</com:street1>
            <com:street2>93 Albert Embankment</com:street2>
            <com:city>London</com:city>
            <com:stateOrCountry>X0</com:stateOrCountry>
            <com:zipCode>SE1 7TY</com:zipCode>
          </personAddress>
        </notificationInfo>
      </authorizedPersons>
    </coverPageHeader>
    <reportingPersons>
      <reportingPersonInfo>
        <reportingPersonCIK>0002051345</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>AUROUS VERTEX LTD</reportingPersonName>
        <fundType>WC</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>D8</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>350000.00</sharedVotingPower>
        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>350000.00</sharedDispositivePower>
        <aggregateAmountOwned>350000.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>16.8</percentOfClass>
        <typeOfReportingPerson>CO</typeOfReportingPerson>
        <commentContent>* The percent of class is based on 2,083,327 shares of common stock outstanding as of March 31, 2025.</commentContent>
      </reportingPersonInfo>
      <reportingPersonInfo>
        <reportingPersonNoCIK>Y</reportingPersonNoCIK>
        <reportingPersonName>Yip Siu Man</reportingPersonName>
        <fundType>WC</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>K3</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>350000.00</sharedVotingPower>
        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>350000.00</sharedDispositivePower>
        <aggregateAmountOwned>350000.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>16.8</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
        <commentContent>* The percent of class is based on 2,083,327 shares of common stock outstanding as of March 31, 2025.</commentContent>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Common Stock, par value $0.01 per share</securityTitle>
        <issuerName>Professional Diversity Network, Inc.</issuerName>
        <issuerPrincipalAddress>
          <com:street1>55 EAST MONROE STREET</com:street1>
          <com:street2>SUITE 2120</com:street2>
          <com:city>CHICAGO</com:city>
          <com:stateOrCountry>IL</com:stateOrCountry>
          <com:zipCode>60603</com:zipCode>
        </issuerPrincipalAddress>
      </item1>
      <item2>
        <filingPersonName>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 incorporated by reference to Exhibit 99.1 to this Schedule 13D.</filingPersonName>
        <principalBusinessAddress>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.</principalBusinessAddress>
        <principalJob>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.</principalJob>
        <hasBeenConvicted>During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).</hasBeenConvicted>
        <convictionDescription>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.</convictionDescription>
        <citizenship>Aurous Vertex Limited is incorporated in the British Virgin Islands.

Yip Siu Man is a citizen of Hong Kong.</citizenship>
      </item2>
      <item3>
        <fundsSource>On February 25, 2025, Aurous Vertex Limited (the "Company") exercised its option to purchase 1,000,000 shares of Common Stock of the Issuer, pursuant to the Stock Purchase Agreement entered into between the Company and the Issuer on December 29, 2024, for a total consideration of US$338,500 through a private placement. On March 7, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, effectuating a reverse stock split at a 10-to-1 ratio, effective March 13, 2025. On March 24, 2025, the Issuer issued 100,000 post-split shares of Common Stock to the Company. The source of funds for this transaction was the working capital of the Company.</fundsSource>
      </item3>
      <item4>
        <transactionPurpose>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.

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.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>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.</percentageOfClassSecurities>
        <numberOfShares>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.</numberOfShares>
        <transactionDesc>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.</transactionDesc>
        <listOfShareholders>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.</listOfShareholders>
        <date5PercentOwnership>Not applicable.</date5PercentOwnership>
      </item5>
      <item6>
        <contractDescription>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.</contractDescription>
      </item6>
      <item7>
        <filedExhibits>99.1 Joint Filing Agreement, dated January 28, 2025 (incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed by the reporting persons with the SEC on January 31, 2025)

99.2 Stock Purchase Agreement, dated December 19, 2024 (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on December 23, 2024)</filedExhibits>
      </item7>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>AUROUS VERTEX LTD</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Yip Siu Man</signature>
          <title>Yip Siu Man/ CEO</title>
          <date>04/08/2025</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>Yip Siu Man</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Yip Siu Man</signature>
          <title>Yip Siu Man</title>
          <date>04/08/2025</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
  </formData>
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</DOCUMENT>
</SEC-DOCUMENT>
