IPDN / Professional Diversity Network, Inc. - SEC-arkiveringer, Årsrapport, Fullmaktsdokument

DEPOSIT ACCOUNT CONTROL AGREEMENT

Exhibit 10.2 DEPOSIT ACCOUNT CONTROL AGREEMENT This Deposit Account Control Agreement is made as of September 5, 2025, among Lakeside Bank, an Illinois banking corporation (the “Bank”), Streeterville Capital, LLC, a Utah limited liability company (the “Lender”) and IPDN Holdings, LLC, a Utah limited liability company (the “Guarantor”). WHEREAS, Lender has agreed to extend a loan in the original pr

Securities Purchase Agreement

Exhibit 10.1 Securities Purchase Agreement This Securities Purchase Agreement (this “Agreement”), dated as of September 5, 2025, is entered into by and between Professional Diversity Network, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Capitalized terms used but not otherwise defined herein

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2025 (September 5, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2025 (September 5, 2025) PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or Other Jurisdi

PROFESSIONAL DIVERSITY NETWORK, INC. Up to $3,397,725 Shares of Common Stock, and 227,500 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-282831 PROSPECTUS SUPPLEMENT (To Prospectus dated April 23, 2025) PROFESSIONAL DIVERSITY NETWORK, INC. Up to $3,397,725 Shares of Common Stock, and 227,500 Shares of Common Stock We are offering up to (i) $3,397,725 shares of common stock, par value $0.01 per share (our “common stock”), and (ii) 227,500 shares of common stock, as Pre-

PRE-PAID PURCHASE #1

Exhibit 4.1 PRE-PAID PURCHASE #1 September 5, 2025 Up to U.S. $8,655,000.00 FOR VALUE RECEIVED, Professional Diversity Network, Inc., a Delaware corporation (“Company”), promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors or assigns (“Investor”), up to $8,655,000.00 and any interest, fees, charges, and late fees accrued hereunder in accordance with th

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Exhibit 10.3 GUARANTY This GUARANTY, made effective as of September 5, 2025, is given by IPDN Holdings, LLC, a Utah limited liability company (“Guarantor”), for the benefit of Streeterville Capital, LLC, a Utah limited liability company, and its successors, transferees, and assigns (collectively “Investor”). PURPOSE A. Professional Diversity Network, Inc., a Delaware corporation and parent of Guar

PLEDGE AGREEMENT

Exhibit 10.4 PLEDGE AGREEMENT This PLEDGE AGREEMENT (this “Agreement”) is entered into as of September 5, 2025 by and between Streeterville Capital, LLC, a Utah limited liability company (the “Secured Party”), and Professional Diversity Network, Inc., a Delaware corporation (the “Pledgor”). A. Effective as of the date hereof, the Secured Party purchased from Pledgor that certain Pre-Paid Purchase

June 30,

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended June 30, 2025 Chicago, IL, August 14, 2025 (GLOBE NEWSWIRE) — Professional Diversity Network, Inc. (NASDAQ: IPDN), (“IPDN” or the “Company”), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for di

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R

Employment Agreement, dated August 8, 2025, by and between Professional Diversity Network, Inc. and Yiran Gu.

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of Aug 8, 2025 (the “Effective Date”), by and between Professional Diversity Network, Inc., a Delaware corporation (the “Company”), and Yiran Gu, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 (August 7, 2025)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 (August 7, 2025) PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or Other Jurisdiction

Form of Director and Executive Officer’s Indemnification Agreement.

Exhibit 10.2 Professional Diversity Network, Inc. 55 E. Monroe Street, Suite 2120 Chicago, Illinois 60603 (312) 614-0950 August 8, 2025 Re: Director and Executive Officer’s Indemnification Agreement This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this 22nd day of July, 2025 (the “Effective Date”) by and between Professional Diversity Network, Inc., a Delaware corporation

Letter dated August 4, 2025 from Sassetti LLC addressed to the U.S. Securities and Exchange Commission confirming the disclosure contained in Item 4.01 of this report on Form 8-K.

Ex - 16.1 August 4, 2025 Audit Committee and Management Professional Diversity Network, Inc. Dear Ladies and Gentlemen: This is to confirm that the client-auditor relationship between Professional Diversity Network, Inc. (Commission File Number 001-35824) and Sassetti LLC has ceased, with initial communication provided on July 24, 2025. We agree with the statements contained in the 8k filed on Aug

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 (July 30, 2025)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 (July 30, 2025) PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or Other Jurisdiction o

Independent Director Service Agreement, dated July 22, 2025, by and between Professional Diversity Network, Inc. and Haixia Lu

Exhibit 10.2 Professional Diversity Network, Inc. 55 E. Monroe Street, Suite 2120 Chicago, Illinois 60603 (312) 614-0950 July 22, 2025 Ms. Haixia Lu H168, Hacienda The Villa, Dubai United Arab Emirates Re: Independent Director Service Agreement Dear Ms. Haixia Lu: Professional Diversity Network, Inc. (the “Company”), is pleased to offer you a position as an independent director on its Board of Dir

Form of Director and Executive Officer’s Indemnification Agreement.

Exhibit 10.3 Professional Diversity Network, Inc. 55 E. Monroe Street, Suite 2120 Chicago, Illinois 60603 (312) 614-0950 July 22, 2025 Ms. Haixia Lu H168, Hacienda The Villa, Dubai United Arab Emirates Re: Director and Executive Officer’s Indemnification Agreement This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this 22nd day of July, 2025 (the “Effective Date”) by and be

Employment Agreement, dated July 22, 2025, by and between Professional Diversity Network, Inc. and Xun Wu.

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of July 22, 2025 (the “Effective Date”), by and between Professional Diversity Network, Inc., a Delaware corporation (the “Company”), and Xun Wu , an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 (July 22, 2025)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 (July 22, 2025) PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or Other Jurisdiction of

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

Form of Note

EX-10.2 CONVERTIBLE PROMISSORY NOTE Effective Date: , 2025 U.S. $[ ] FOR VALUE RECEIVED, Professional Diversity Network, Inc. (“Borrower”), promises to pay to , a company, or its successors or assigns (“Lender”), $ and any interest, fees, charges, and late fees accrued hereunder on the date (the “Maturity Date”) that is 360 days after the date the Purchase Price for this Note is delivered by Lende

Form of Purchase Agreement

EX-10.1 Convertible Note Purchase Agreement This Convertible Note Purchase Agreement (this “Agreement”), dated as of , 2025 is entered into by and between Professional Diversity Network, Inc. (the “Company” or “PDN”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). A. The Company and the Purchaser are executing and delivering this

Form of Warrant Exchange Agreement

Exhibit 10.1 WARRANT EXCHANGE AGREEMENT This Warrant Exchange Agreement (this “Agreement”) between Professional Diversity Network, Inc. (the “Company”) and the undersigned hereto (the “Holder”; together with the Company, the “Parties” and, each, a “Party”) is dated June 30, 2025. Capitalized terms that are not defined herein shall have the meanings as set forth in the Existing Warrants (as defined

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

March 31,

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended March 31, 2025 Chicago, IL, May 14, 2025 (GLOBE NEWSWIRE) — Professional Diversity Network, Inc. (NASDAQ: IPDN), (“IPDN” or the “Company”), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for dive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.

April 21, 2025

April 21, 2025 BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Matthew Crispino Jan Woo Re: Professional Diversity Network, Inc. Registration Statement on Form S-3 filed October 25, 2024, as amended (File No. 333-282831) Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, Professional Diversity Network, Inc.‎ (the “Company”) re

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or Other Jurisdiction of Incorporation)

Professional Diversity Network, Inc. Policy for the Recovery of Erroneously Awarded Compensation

Exhibit 97 PROFESSIONAL DIVERSITY NETWORK, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10D-1 promulgated thereunder (“Rule 10D-1”), the Board of Directors (the “Board”) of Professional

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35

December 31,

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter and Fiscal Year Ended December 31, 2024 Chicago, IL, March 31, 2025 (GLOBE NEWSWIRE) — Professional Diversity Network, Inc. (NASDAQ:IPDN), (“IPDN” or the “Company”), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment op

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.

List of Subsidiaries of the Company

Exhibit 21 Professional Diversity Network, Inc. Subsidiaries As of March 31, 2025 Subsidiary Jurisdiction of Incorporation or Formation NAPW, Inc. Delaware RemoteMore USA, Inc. Delaware TalentAlly, LLC Delaware

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Professional Diversity Network, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROFESSIONAL DIVERSITY NETWORK, INC. Professional Diversity Network, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), does hereby certify as follows: 1. The name of the Company is Professional Diversity Network, Inc.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission

As filed with the Securities and Exchange Commission on March 3, 2025

As filed with the Securities and Exchange Commission on March 3, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I

Stock Purchase Agreement, dated February 25, 2025 between the Company and Boris Krastev Ventures UG (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on March 3, 2025)

Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement"), is made and entered as of February 25, 2025, by and between Boris Krastev Ventures UG, a German corporation ("Seller") and Professional Diversity Network, Inc., a Delaware Corporation ("Purchaser"). RECITAL WHEREAS, Seller currently owns 2,737,500 shares of all outstanding and issues common stock of RemoteMore

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement PROFESSIONAL DIVERSITY NETWORK, INC.

JOINT FILING AGREEMENT

EX-99.1 2 ex772014.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value of $0.01 per share, of Professional Diversity Netw

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.

Stock Purchase Agreement, dated January 26, 2025 between the Company and AI Geometric Ltd (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on January 30, 2025)

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated January 26, 2025, is entered into between AI Geometric Ltd., a UK company at Flat 10 6 Exchange gardens, London, SW8 1DF, United Kingdom (the "Seller" or “Company”), and Professional Diversity Network, Inc., a Delaware corporation located at 55 East Monroe Street, Suite 2120, Chicago, IL 60603, USA (the "

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement PROFESSIONAL DIVERSITY NETWORK, INC.

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2025 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R

Stock Purchase Agreement

Exhibit 10.1 STOCK PURCHASE AGREEMENT (Non-U.S. Purchaser) FOR PROFESSIONAL DIVERSITY NETWORK, INC. CONFIDENTIAL DOCUMENT: By receiving and signing this Stock Purchase Agreement, the recipient acknowledges and agrees that (i) all of the information contained herein is confidential and shall not be disclosed to any third party; provided, however, that this confidentiality obligation shall not apply

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I

As filed with the Securities and Exchange Commission on December 13, 2024

As filed with the Securities and Exchange Commission on December 13, 2024 Registration No.

Filing Fees Exhibit

Exhibit 107 Calculation of Filing Fee FORM S-3 (Form Type) Professional Diversity Network, Inc.

Professional Diversity Network, Inc. Announces Additional Investment in QBSG Limited

Exhibit 99.1 Professional Diversity Network, Inc. Announces Additional Investment in QBSG Limited Chicago, IL, December 10, 2024 – Professional Diversity Network, Inc. (NASDAQ: IPDN) (“PDN” or the “Company”), a leader in the development and operation of online and in-person diversity talent networks, which provide access to networking, training, educational, and employment opportunities for divers

Profit Participation Agreement, dated December 5, 2024 between the Company and Koala Malta Limited (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on December 10, 2024)

Exhibit 10.1 QBSG LIMITED PROFESSIONAL DIVERSITY NETWORK, INC KOALA MALTA LIMITED PROFIT PARTICIPATION AGREEMENT THIS AGREEMENT is made this the 5th day of December 2024 (the “Agreement”), BETWEEN: (1) QBSG LIMITED, a private limited liability company registered in Malta, bearing company registration number C 97348 and whose registered address is at Dragonara Business Centre, 5th Floor, Dragonara

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.

Stock Purchase Agreement, dated December 19, 2024 between the Company and Aurous Vertex Limited (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on December 23, 2024)

Exhibit 10.2 DATED: 27th September 2022, as amended and restated on 5th December 2024 Koala Malta Limited (Shareholder 1) Professional Diversity Network, Inc. (Shareholder 2) QBSG Limited (the Company) Shareholders' Agreement relating to QBSG Limited 1 A SHAREHOLDERS’ AGREEMENT dated 27th September 2022, as amended and restated on 5th December 2024 BETWEEN: 1. KOALA MALTA LIMITED, a private limite

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I

Placement Agency Agreement, dated November 18, 2024, by and between the Company and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with SEC on November 20, 2024)

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT November 18, 2024 Professional Diversity Network, Inc. 55 E. Monroe Street, Suite 2120 Chicago, Illinois 60603 Attn: Chief Executive Officer Dear Mr. He: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Professional Diversity Network, Inc., a Delaware corporation (the “Company”), that

Form of Series B Warrant

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Series A Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Securities Purchase Agreement by and between the Company and the Investor (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on November 20, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 18, 2024, between Professional Diversity Network, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the term

PROFESSIONAL DIVERSITY NETWORK, INC. 1,400,000 Shares of Common Stock 1,100,000 Pre-Funded Warrants to Purchase up to 1,100,000 Shares of Common Stock 1,100,000 Shares of Common Stock Underlying the Pre-Funded Warrants

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-260316 PROSPECTUS SUPPLEMENT (To Prospectus dated October 26, 2021) PROFESSIONAL DIVERSITY NETWORK, INC. 1,400,000 Shares of Common Stock 1,100,000 Pre-Funded Warrants to Purchase up to 1,100,000 Shares of Common Stock 1,100,000 Shares of Common Stock Underlying the Pre-Funded Warrants Pursuant to this prospectus supplement, the accom

Form of Pre-Funded Warrant

Exhibit 4.1 PRE-FUNDED PURCHASE WARRANT PROFESSIONAL DIVERSITY NETWORK, INC. Warrant Shares: 1,100,000 Initial Exercise Date: November 20, 2024 Issue Date: November 20, 2024 THIS PRE-FUNDED PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on ex

Professional Diversity Network, Inc. Announces Pricing of $2 Million Registered Direct Offering and Concurrent Private Placement

Exhibit 99.1 Professional Diversity Network, Inc. Announces Pricing of $2 Million Registered Direct Offering and Concurrent Private Placement CHICAGO – November 19, 2024 – Professional Diversity Network, Inc. (NASDAQ: IPDN), (“IPDN” or the “Company”), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunit

September 30,

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended September 30, 2024 Chicago, IL, November 14, 2024 (GLOBE NEWSWIRE) — Professional Diversity Network, Inc. (NASDAQ:IPDN), (“IPDN” or the “Company”), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Filing Fees Exhibit

Exhibit 107 Calculation of Filing Fee FORM S-3 (Form Type) Professional Diversity Network, Inc.

As filed with the Securities and Exchange Commission on October 25, 2024

As filed with the Securities and Exchange Commission on October 25, 2024 Registration No.

Stock Purchase Agreement dated September 26, 2024 between the Company and Yu Tian (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on September 30, 2024)

Exhibit 10.1 STOCK PURCHASE AGREEMENT (Non-U.S. Purchaser) FOR PROFESSIONAL DIVERSITY NETWORK, INC. CONFIDENTIAL DOCUMENT: By receiving and signing this Stock Purchase Agreement, the recipient acknowledges and agrees that (i) all of the information contained herein is confidential and shall not be disclosed to any third party; provided, however, that this confidentiality obligation shall not apply

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (

New Era in Diversity Recruitment: Professional Diversity Network, Inc. Rebrands Job Board Operation as TalentAlly

Exhibit 99.1 New Era in Diversity Recruitment: Professional Diversity Network, Inc. Rebrands Job Board Operation as TalentAlly Chicago, August 26, 2024 (Globe Newswire) – Professional Diversity Network, Inc. (NASDAQ: IPDN) (“PDN” or the “Company”), a leader in developing and operating online and in-person networks that offer access to networking, training, educational, and employment opportunities

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R

June 30,

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended June 30, 2024 Chicago, IL, August 13, 2024 (GLOBE NEWSWIRE) — Professional Diversity Network, Inc. (NASDAQ:IPDN), (“IPDN” or the “Company”), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for div

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

IPDN / Professional Diversity Network, Inc. / He Xin - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PROFESSIONAL DIVERSITY NETWORK, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 74312Y301 (CUSIP Number) Xin He +1 312 614 0950 55 East Monroe Street Chicago, IL 60603 (Name, Address and Telephone Number of Person Authorized to Receive No

Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

Stock Purchase Agreement dated June 28, 2024 between the Company and Eighty-eight Investment LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on July 1, 2024)

Exhibit 10.1 STOCK PURCHASE AGREEMENT (U.S. Purchaser) FOR PROFESSIONAL DIVERSITY NETWORK, INC. STATUS UNDER UNITED STATES SECURITIES LAWS: The Shares referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any other securities laws, and may not be offered or sold in the United States or to U.S. persons (as such term is defined in Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

March 31,

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended March 31, 2024 Chicago, IL, May 15, 2024 (GLOBE NEWSWIRE) — Professional Diversity Network, Inc. (NASDAQ:IPDN), (“IPDN” or the “Company”), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diver

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

Professional Diversity Network, Inc. Policy for the Recovery of Erroneously Awarded Compensation

PROFESSIONAL DIVERSITY NETWORK, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10D-1 promulgated thereunder (“Rule 10D-1”), the Board of Directors (the “Board”) of Professional Diversity N

List of Subsidiaries of the Company

Exhibit 21 Professional Diversity Network, Inc. Subsidiaries As of March 31, 2024 Subsidiary Jurisdiction of Incorporation or Formation NAPW, Inc. Delaware RemoteMore USA, Inc. Delaware Expo Experts Events, LLC Ohio

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35

December 31,

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter and Fiscal Year Ended December 31, 2023 Chicago, IL, March 29, 2024 (GLOBE NEWSWIRE) — Professional Diversity Network, Inc. (NASDAQ:IPDN), (“IPDN” or the “Company”), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment op

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2024 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.

US74312Y3018 / PROFESSIONAL DIVERSITY NETWORK / 3i, LP - SC 13G/A Passive Investment

SC 13G/A 1 g08402113ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Professional Diversity Network, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 74312Y301 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check

US74312Y3018 / PROFESSIONAL DIVERSITY NETWORK / Cosmic Forward Ltd Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5) PROFESSIONAL DIVERSITY NETWORK, inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 74312Y301 (CUSIP Number) Cosmic Forward Limited Room 402, No. 11 Qiwofang Yuexiu District, Guangzhou, China Attention: Yongxiong

Form of Stock Purchase Agreement between the Registrant and Cosmic Forward Limited

Exhibit 10.1 STOCK PURCHASE AGREEMENT (Non-U.S. Purchaser) FOR PROFESSIONAL DIVERSITY NETWORK, INC. CONFIDENTIAL DOCUMENT: By receiving and signing this Stock Purchase Agreement, the recipient acknowledges and agrees that (i) all of the information contained herein is confidential and shall not be disclosed to any third party; provided, however, that this confidentiality obligation shall not apply

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 10, 2023 Professional Diversity Network, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35824 80-0900177 (State of other Jurisdiction of Incorporati

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 Profe

Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended September 30, 2023

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended September 30, 2023 Chicago, IL, November 14, 2023 (GLOBE NEWSWIRE) — Professional Diversity Network, Inc. (NASDAQ:IPDN), (“IPDN” or the “Company”), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2023 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.

Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended June 30, 2023

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended June 30, 2023 Chicago, IL, August 14, 2023 (GLOBE NEWSWIRE) — Professional Diversity Network, Inc. (NASDAQ:IPDN), (“IPDN” or the “Company”), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for div

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 Profession

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R

Employment Agreement, dated July 18, 2023, between Professional Diversity Network, Inc. and Xin (Adam) He

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “‘Agreement”) is dated and effective as of July 18, 2023 (the “Effective Date”), by and between PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation (the “Company”), and Xin (Adam) He (“Executive”). RECITALS: Executive has been offered the position of Chief Executive Officer (“CEO”) of the Company, which is engaged in the bu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

PROFESSIONAL DIVERSITY NETWORK ANNOUNCES COMMITTED EQUITY LINE

Exhibit 99.1 PROFESSIONAL DIVERSITY NETWORK ANNOUNCES COMMITTED EQUITY LINE Chicago, IL, June 30, 2023 (GLOBE NEWSWIRE) – Professional Diversity Network, Inc. (Nasdaq: IPDN) (“PDN”), today announced it has secured a committed equity financing facility under which it may sell up to $12,775,000 of its shares of common stock to Tumim Stone Capital LLC (“Tumim Stone”) over a 24-month period. During th

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

IPDN / Professional Diversity Network Inc / 3i, LP - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Professional Diversity Network, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 74312Y103 (CUSIP Number) June 30, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

PROFESSIONAL DIVERSITY NETWORK, INC. Up to $12,775,000‎ and 176,222 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-260316 PROSPECTUS SUPPLEMENT (to Prospectus dated October 26, 2021) PROFESSIONAL DIVERSITY NETWORK, INC. Up to $12,775,000‎ and 176,222 Shares of Common Stock This prospectus supplement relates to the offer and sale of: ● Up to $12,775,000 of shares of our common stock, which we refer to as Purchase Shares, that we may elect, in our sole discre

Common Stock Purchase Agreement dated June 30, 2023 between the Company and Tumim Stone Capital LLC

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of JUNE 30, 2023 by and between PROFESSIONAL DIVERSITY NETWORK, INC. and TUMIM STONE CAPITAL LLC table of contents Article I PURCHASE AND SALE OF COMMON STOCK 1 Section 1.1 Purchase and Sale of Stock 1 Section 1.2 Commencement Date; Settlement Dates 1 Section 1.3 Reservation of Common Stock 2 Section 1.4 Current Report; Prospectus Supplement 2

Professional Diversity Network 2023 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2023).

Exhibit 10.1 Professional Diversity Network, Inc. 2023 Equity Compensation Plan Contents Article 1 Purpose 1 Article 2 Definitions 1 Article 3 Administration 4 3.1 General 4 3.2 Authority of the Committee 4 3.3 Delegation 4 Article 4 Shares Subject to the Plan and Maximum Awards 4 4.1 Number of Shares Available for Awards 4 4.2 Share Usage 4 4.3 Shares Available 4 4.4 Adjustments in Authorized Sha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

As filed with the Securities and Exchange Commission on June 16, 2023

S-8 1 forms-8.htm As filed with the Securities and Exchange Commission on June 16, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Professional Diversity Network, Inc. (Exact name of registrant as specified in its charter) Delaware 80-0900177 (State or other jurisdiction of incorpora

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) Professional Diversity Network, Inc.

PROSPECTUS Professional Diversity Network, Inc. 333,181 Shares of Common Stock, par value $0.01 per share

Filed Pursuant to Rule 424(b)(3) Registration No. 333-272156 PROSPECTUS Professional Diversity Network, Inc. 333,181 Shares of Common Stock, par value $0.01 per share This prospectus relates to the resale, from time to time, of up to an aggregate of 333,181 shares of common stock, par value $0.01 per share, of Professional Diversity Network, Inc. by the selling stockholder named in this prospectus

June 1, 2023

June 1, 2023 BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Matthew Derby Alexandra Barone Re: Professional Diversity Network, Inc. Registration Statement on Form S-3 filed May 24, 2023 (File No. 333-272156) Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, Professional Diversity Network, Inc.‎ (the “Company”) requests the a

Filing Fee Table

EX-FILING FEES 4 ex107.htm CALCULATION OF FILING FEE Exhibit 107 Calculation of Filing Fee FORM S-3 (Form Type) Professional Diversity Network, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Per Share Maximum Aggregate Offering Pric

As filed with the Securities and Exchange Commission on May 24, 2023

As filed with the Securities and Exchange Commission on May 24, 2023 Registration No.

Professional Diversity Network, Inc. 55 E. Monroe Street, Suite 2120 Chicago, Illinois 60603

Professional Diversity Network, Inc. 55 E. Monroe Street, Suite 2120 Chicago, Illinois 60603 May 24, 2023 BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Office of Technology Division of Corporation Finance Re: Professional Diversity Network, Inc. Registration Statement on Form S-3 filed May 24, 2023 Ladies and Gentlemen: We submit this letter in co

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 Professio

March 31,

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended March 31, 2023 Chicago, IL, May 15, 2023 (GLOBE NEWSWIRE) — Professional Diversity Network, Inc. (NASDAQ:IPDN), (“IPDN” or the “Company”), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diver

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.

List of Subsidiaries of the Company

Exhibit 21 Professional Diversity Network, Inc. Subsidiaries As of March 31, 2023 Subsidiary Jurisdiction of Incorporation or Formation NAPW, Inc. Delaware RemoteMore USA, Inc. Delaware Expo Experts Events, LLC Ohio Discontinued operations: PDN (Hong Kong) International Education Ltd Hong Kong PDN(Hong Kong)International Education Information Co., Ltd Hong Kong PDN (China) International Culture De

December 31,

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter and Fiscal Year Ended December 31, 2022 Chicago, IL, March 31, 2023 (GLOBE NEWSWIRE) — Professional Diversity Network, Inc. (NASDAQ:IPDN), (“IPDN” or the “Company”), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment op

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 Professional D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.

Form of Stock Purchase Agreement between the Registrant and the Investor

Exhibit 10.1 Doc. No.: 20230313PDN18 Delivered To: STOCK PURCHASE AGREEMENT (Non-U.S. Purchaser) FOR PROFESSIONAL DIVERSITY NETWORK, INC. CONFIDENTIAL DOCUMENT: By receiving and signing this Stock Purchase Agreement, the recipient acknowledges and agrees that (i) all of the information contained herein is confidential and shall not be disclosed to any third party; provided, however, that this conf

Professional Diversity Network, Inc. 1,162,790 Shares of Common Stock, par value $0.01 per share

Filed Pursuant to Rule 424(b)(3) Registration No. 333-269304 PROSPECTUS Professional Diversity Network, Inc. 1,162,790 Shares of Common Stock, par value $0.01 per share This prospectus relates to the resale, from time to time, of up to an aggregate of 1,162,790 shares of common stock, par value $0.01 per share, of Professional Diversity Network, Inc. by the selling stockholder named in this prospe

BY EDGAR

January 26, 2023 BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo Marion Graham Re: Professional Diversity Network, Inc. Registration Statement on Form S-3 filed January 19, 2023 (File No. 333-269304) Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, Professional Diversity Network, Inc. (the “Company”) requests the acc

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee FORM S-3 (Form Type) Professional Diversity Network, Inc.

As filed with the Securities and Exchange Commission on January 19, 2023

As filed with the Securities and Exchange Commission on January 19, 2023 Registration No.

IPDN / Professional Diversity Network, Inc. / Chen Hongjun Activist Investment

SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PROFESSIONAL DIVERSITY NETWORK, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) Hongjun Chen +86 1870 260 1422 Apt. 1505, Block 5B, Gangxiatianyuan, Shennan Boulevard Shenzhen, Guangdong Province, China (Name, Addre

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R

Professional Diversity Network, Inc. Announces Acquisition of Expo Experts, LLC

Exhibit 99.1 Professional Diversity Network, Inc. Announces Acquisition of Expo Experts, LLC January 11, 2023 Chicago, January 11, 2023 (Globe Newswire) – Professional Diversity Network, Inc. (NASDAQ:IPDN) (“PDN” or “Company”), a developer and operator of online and in-person diversity talent networks that provides access to networking, training, educational and employment opportunities for divers

Certificate of Amendment to Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Professional Diversity Network, Inc. Professional Diversity Network, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), does hereby certify as follows: 1. The name of the Company is Professional Diversity Network, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2023 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R

Common Stock Purchase Agreement date June 30, 2023 between the Company and Tumim Stone Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2023).

Exhibit 10.1 Doc. No.: 202212PDN16 Delivered To: STOCK PURCHASE AGREEMENT (Non-U.S. Purchaser) FOR PROFESSIONAL DIVERSITY NETWORK, INC. CONFIDENTIAL DOCUMENT: By receiving and signing this Stock Purchase Agreement, the recipient acknowledges and agrees that (i) all of the information contained herein is confidential and shall not be disclosed to any third party; provided, however, that this confid

Financial Statements and Exhibits, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement PROFESSIONAL DIVERSITY NETWORK, INC. (Name of Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement PROFESSIONAL DIVERSITY NETWORK, INC. (Name of Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2022 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I

IPDN / Professional Diversity Network, Inc. / Koala Malta Ltd Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PROFESSIONAL DIVERSITY NETWORK, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) Koala Malta Limited Daria Liashenko +356 9994 2022 Dragonara Business Centre, 5th Floor Dragonara Road, St Julian?s STJ 3141, Malta (Name, Address and Telepho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 Profe

Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended September 30, 2022

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended September 30, 2022 Chicago, IL, November 14, 2022 (GLOBE NEWSWIRE) — Professional Diversity Network, Inc. (NASDAQ:IPDN), (“IPDN” or the “Company”), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I

Stock Purchase Agreement dated September 27, 2022 between the Company and Koala Malta Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 30, 2022).

Exhibit 10.1 SHARE PURCHASE AGREEMENT PROFESSIONAL DIVERSITY NETWORK, INC. and KOALA MALTA LIMITED THIS SHARE PURCHASE AGREEMENT IS ENTERED INTO ON THIS 27th DAY OF SEPTEMBER OF THE YEAR 2022: BY AND BETWEEN: (1) Professional Diversity Network, Inc., a public company listed in the NASDAQ market (trading symbol: IPDN) incorporated under the laws of the State of Delaware with company tax number 80-

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2022 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (

Shareholders’ Agreement dated September 27, 2022, among the Company, Koala Malta Limited and Koala Crypto Limited (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 30, 2022).

Exhibit 10.2 DATED: 27th September 2022 Koala Malta Limited (Shareholder 1) Professional Diversity Network, Inc. (Shareholder 2) Koala Crypto Limited (the Company) Shareholders? Agreement relating to Koala Crypto Limited 1 A SHAREHOLDERS? AGREEMENT dated 27th September 2022 BETWEEN: 1. KOALA MALTA LIMITED, a private limited liability company registered under the laws of Malta with company registra

Professional Diversity Network, Inc. Announces Equity Investment in Koala Crypto Limited

Exhibit 99.1 Professional Diversity Network, Inc. Announces Equity Investment in Koala Crypto Limited CHICAGO, (September 30, 2022) (GLOBE NEWSWIRE) ? Professional Diversity Network, Inc. (NASDAQ: IPDN) (?PDN? or ?Company?), a developer and operator of online and in-person diversity talent networks that provides access to networking, training, educational and employment opportunities for diverse i

Charge over Shares dated September 27, 2022, relating to Koala Crypto Limited (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed September 30, 2022).

Exhibit 10.3 DATED 27th September 2022 ALAN TAK WAI YAU and PROFESSIONAL DIVERSITY NETWORK, INC. CHARGE OVER SHARES CONTENTS 1. Definitions and interpretation 1 2. Covenant 5 3. Grant of security 5 4. Liability of the Chargor 5 5. Representations and warranties 6 6. Covenants 7 7. Voting rights and dividends 8 8. Powers of the Buyer 10 9. When security becomes enforceable 11 10. Enforcement of sec

Guarantee and Indemnity dated September 27, 2022, by Koala Capital Limited (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed September 30, 2022).

Exhibit 10.4 Dated 27th September 2022 KOALA CAPITAL LIMITED and PROFESSIONAL DIVERSITY NETWORK, INC. GUARANTEE AND INDEMNITY THIS DEED IS MADE ON THE 27th DAY OF September 2022 BETWEEN (1) Koala Capital Limited, incorporated and registered in England and Wales with company number 07886666 whose registered office is at 33 St. James?s Square, London, England, SW1Y 4JS as guarantor (the Guarantor);

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2022 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R

Letter of Ciro E. Adams, CPA, LLC dated August 23, 2022

Exhibit 16.1 August 23, 2022 AD Office of Technology Securities and Exchange Commission 100 F St., NE, Mail Stop 4561 Washington, DC 20549-4561 To the Assistant Director Office: We have received a copy of, and are in agreement with, the statements being made by Professional Diversity Network, Inc., in Item 4.01 of its Form 8-K dated August 22, 2022, captioned ?Changes in Registrant?s Certifying Ac

Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended June 30, 2022

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended June 30, 2022 Chicago, IL, August 15, 2022 (GLOBE NEWSWIRE) ? Professional Diversity Network, Inc. (NASDAQ:IPDN), (?IPDN? or the ?Company?), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for div

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 Profession

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2022 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) Professional Diversity Network, Inc.

As filed with the Securities and Exchange Commission on June 15, 2022

As filed with the Securities and Exchange Commission on June 15, 2022 Registration No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2022 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2022 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2022 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 Professio

Three Months Ended March 31,

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended March 31, 2022 Chicago, IL, May 16, 2022 (GLOBE NEWSWIRE) ? Professional Diversity Network, Inc. (NASDAQ:IPDN), (?IPDN? or the ?Company?), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diver

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Changes in Control of Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.

List of Subsidiaries of the Company

Exhibit 21 Professional Diversity Network, Inc. Subsidiaries As of March 31, 2022 Subsidiary Jurisdiction of Incorporation or Formation NAPW, Inc. Delaware RemoteMore USA, Inc. Delaware Discontinued operations: PDN (Hong Kong) International Education Ltd Hong Kong PDN(Hong Kong)International Education Information Co., Ltd Hong Kong PDN (China) International Culture Development Co. Ltd. People?s Re

Employment Agreement between the Company and Adam He, dated as of July 18, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2023).

Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ??Agreement?) is dated and effective as of June 25, 2020 (the ?Effective Date?), by and between PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation (the ?Company?), and Xin He (Adam) (?Executive?). RECITALS: Executive has been offered the position of Chief Executive Officer (?CEO?) of the Company, which is engaged in the bu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 Professional D

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.

Year Ended December 31,

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Fourth Quarter and Year Ended December 31, 2021 Chicago, IL, March 31, 2022 (GLOBE NEWSWIRE) ? Professional Diversity Network, Inc. (NASDAQ:IPDN), (?IPDN? or the ?Company?), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment op

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2022 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.

PROFESSIONAL DIVERSITY NETWORK ANNOUNCES STOCK BUYBACK PROGRAM

Exhibit 99.1 PROFESSIONAL DIVERSITY NETWORK ANNOUNCES STOCK BUYBACK PROGRAM Chicago, IL, January 31st, 2022 (GLOBE NEWSWIRE) ? Professional Diversity Network, Inc. (Nasdaq: IPDN), today announced its Board of Directors has approved the repurchase of up to $2 million worth of its outstanding common stock from time to time on the open market or in privately negotiated transactions. ??This investment

Presentation, dated November 24, 2021.

Exhibit 99.1

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2021 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I

Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended September 30, 2021

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended September 30, 2021 Chicago, IL, November 15, 2021 (GLOBE NEWSWIRE) ? Professional Diversity Network, Inc. (NASDAQ:IPDN), (?IPDN? or the ?Company?), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 Profe

IPDN / Professional Diversity Network, Inc. / Cosmic Forward Ltd Activist Investment

SC 13D/A 1 sc13-da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) PROFESSIONAL DIVERSITY NETWORK, inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 74312Y202 (CUSIP Number) Cosmic Forward Limited Room 402, No. 11 Qiwofang Yuexiu District, Guangzhou, China

October 22, 2021

October 22, 2021 BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Anna Abramson Re: Professional Diversity Network, Inc. Registration Statement on Form S-3 filed October 18, 2021 (File No. 333-260316) Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, Professional Diversity Network, Inc.? (the ?Company?) requests the accelerati

As filed with the Securities and Exchange Commission on October 18, 2021

As filed with the Securities and Exchange Commission on October 18, 2021 Registration No.

Description of Securities Registered Under Section 12 of the Exchange Act

Exhibit 4.2 Professional Diversity Network, Inc. Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 Our common stock, par value $0.01 per share, is the only class of our securities registered under the Securities Exchange Act of 1934, as amended. The following summary is a description of the material terms of our common stock. This summary is not meant to

Amended and Restated Certificate of Incorporation of the Company, as amended through October 17, 2016

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of PROFESSIONAL DIVERSITY NETWORK, INC. (Conformed copy incorporating all amendments through October 17, 2016) 1. Name. The name of the corporation is ?Professional Diversity Network, Inc.? (the ?Corporation?). 2. Address; Registered Office and Agent. The address of the Corporation?s registered office in the State of Delaware is Corpora

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 22, 2021 Professional Diversity Network, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35824 80-0900177 (State of other Jurisdiction of Incorporat

Employment Agreement between the Company and Larry Aichler, dated as of August 26, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2021).

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made as of the date executed below, by and between Professional Diversity Network, Inc. (the ?Company?) and Larry Aichler, an individual (?Executive?). Acknowledgements Executive has been employed by the Company as Director of Finance (and Interim Chief Financial Officer) pursuant to an offer letter dated April 6, 2021 (t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 30, 2021 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35824 80-0900177 (State of other Jurisdiction of Incorporation

Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended June 30, 2021

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended June 30, 2021 Chicago, IL, August 16, 2021 (GLOBE NEWSWIRE) ? Professional Diversity Network, Inc. (NASDAQ:IPDN), (?IPDN? or the ?Company?), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for div

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 Profession

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2021 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2021 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

Form of Securities Purchase Agreement entered into with accredited investors dated July 6, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 8. 2021).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of July 6, 2021, between Professional Diversity Network, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and

PROFESSIONAL DIVERSITY NETWORK ANNOUNCES $2.5 MILLION REGISTERED DIRECT OFFERING

Exhibit 99.1 PROFESSIONAL DIVERSITY NETWORK ANNOUNCES $2.5 MILLION REGISTERED DIRECT OFFERING Chicago, IL, July 7, 2021 (GLOBE NEWSWIRE) ? Professional Diversity Network, Inc. (Nasdaq: IPDN), today announced it has entered into definitive agreements with institutional investors for the purchase and sale of its common stock at a purchase price of $1.70 per share in a registered direct offering for

PROFESSIONAL DIVERSITY NETWORK, INC. 1,470,588 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-227249 PROSPECTUS SUPPLEMENT (To Prospectus dated September 18, 2018) PROFESSIONAL DIVERSITY NETWORK, INC. 1,470,588 Shares of Common Stock We are offering up to 1,470,588 shares of our common stock, par value $0.01 per share, which we refer to as our common stock, at a purchase price of $1.70 per share of common stock, to institution

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2021 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2021 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2021 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 Profe

Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended March 31, 2021

Exhibit 99.1 Professional Diversity Network, Inc. Announces Financial Results for the Quarter Ended March 31, 2021 Chicago, IL, May 17, 2021 (GLOBE NEWSWIRE) ? Professional Diversity Network, Inc. (NASDAQ:IPDN), (?IPDN? or the ?Company?), a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diver

Amended and Restated Professional Diversity Network, Inc. 2013 Equity Compensation Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the SEC on April 30, 2021).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive P

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2021 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.

Material Impairments

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2021 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 Profession

List of Subsidiaries of the Company

Exhibit 21 Professional Diversity Network, Inc. Subsidiaries As of April 9, 2021 Subsidiary Jurisdiction of Incorporation or Formation NAPW, Inc. Delaware PDN (Hong Kong) International Education Ltd Hong Kong PDN(Hong Kong)International Education Information Co., Ltd Hong Kong PDN (China) International Culture Development Co. Ltd. People?s Republic of China

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OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR For Period Ended: December 31, 2020 [] T

Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2021 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction

Professional Diversity Network, Inc. Announces Agreement to Acquire Interests in RemoteMore USA, Inc., a Provider of Remote-hiring Marketplaces

Exhibit 99.1 Professional Diversity Network, Inc. Announces Agreement to Acquire Interests in RemoteMore USA, Inc., a Provider of Remote-hiring Marketplaces March 26, 2021 08:20 ET | Source: Professional Diversity Network, Inc. CHICAGO, March. 26, 2021 (GLOBE NEWSWIRE) ? Professional Diversity Network, Inc. (NASDAQ: IPDN), (?PDN? or the ?Company?), a developer and operator of online and in-person

Unregistered Sales of Equity Securities -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2021 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.

Professional Diversity Network, Inc. Announces Third Quarter Results

Exhibit 99.1 Professional Diversity Network, Inc. Announces Third Quarter Results Chicago, IL November 13, 2020 (GLOBE NEWSWIRE) — Professional Diversity Network, Inc. (NASDAQ:IPDN), (“IPDN” or the “Company”), a global developer and operator of online and in-person networks that provide access to networking, training, educational and employment opportunities for diverse individuals, today announce

Other Events, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2020 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 P

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 Profes

Form of Securities Purchase Agreement between the Registrant and the Investors

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 27, 2020, between Professional Diversity Network, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms an

PROFESSIONAL DIVERSITY NETWORK, INC. 1,481,484 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-227249 PROSPECTUS SUPPLEMENT (To Prospectus dated September 18, 2018) PROFESSIONAL DIVERSITY NETWORK, INC. 1,481,484 Shares of Common Stock We are offering up to 1,481,484 shares of our common stock, par value $0.01 per share, which we refer to as our common stock, at a purchase price of  $1.35 per share of common stock, to institutio

Financial Statements and Exhibits, Other Events, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2020 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

PROFESSIONAL DIVERSITY NETWORK ANNOUNCES $2 MILLION REGISTERED DIRECT OFFERING

Exhibit 99.1 PROFESSIONAL DIVERSITY NETWORK ANNOUNCES $2 MILLION REGISTERED DIRECT OFFERING Chicago, IL, July 27, 2020 (GLOBE NEWSWIRE) – Professional Diversity Network, Inc. (Nasdaq: IPDN), today announced it has entered into definitive agreements with institutional investors for the purchase and sale of its common stock at a purchase price of $1.35 per share in a registered direct offering for g

IPDN / Professional Diversity Network, Inc. / Malven Group Ltd Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2020 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

Submission of Matters to a Vote of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2020 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2020 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

Amendment to Stockholders’ Agreement, dated June 11, 2020.

Exhibit 4.1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2020 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 Profe

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR For Period Ended: March 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive P

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2020 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S.

IPDN Stock Transfer Agreement, by and among the Reporting Person and Ms. Yingling Wu, dated November 15, 2019.

Exhibit 99.1 Stock Transfer Agreement Document 2019-11WC Date: November 15, 2019 IPDN STOCK TRANSFER AGREEMENT This Transfer Agreement is entered into as of this 15th day of November, 2019 by and between Yingling Wu (the “Transferor”), a Chinese citizen and Cosmic Forward Limited (the “Transferee” or “CFL”), a Republic of Seychelles company. WITNESSETH: WHEREAS, the Transferor is a stockholder of

IPDN / Professional Diversity Network, Inc. / Cosmic Forward Ltd Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) PROFESSIONAL DIVERSITY NETWORK, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 74312Y202 (CUSIP Number) Cosmic Forward Limited 28th floor, Dongbao Tower, No.787 East Dongfeng Road Yuexiu District, Guangzhou,

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35824 Profession

List of Subsidiaries of the Company

Exhibit 21 Professional Diversity Network, Inc. Subsidiaries As of May 1, 2020 Subsidiary Jurisdiction of Incorporation or Formation NAPW, Inc. Delaware PDN (Hong Kong) International Education Ltd Hong Kong PDN(Hong Kong)International Education Information Co., Ltd Hong Kong PDN (China) International Culture Development Co. Ltd. People’s Republic of China

IPDN / Professional Diversity Network, Inc. / Malven Group Ltd Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.

Joint Filing Agreement by and between Malven Group Limited and Pui Lan Patrick Tsang, dated April 27, 2020.

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated April 27, 2020 (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Professional Diversity Network, a D

IPDN / Professional Diversity Network, Inc. DEF 14C - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d) (2) [X] Definitive Information Statement PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of regis

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2020 PROFESSIONAL DIVERSITY NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35824 80-0900177 (State or other jurisdiction (Commission (I.R.S