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 Professional Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware ...

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 Professional Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) (State or Oth ...

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 Professional Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) Indicate by ...

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________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Commission file number: 001-35824 Professional Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 80-09001 ...

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 Professional Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware ...

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 Professional Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) (State or Oth ...

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I) [Financial Statements](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company reported increased revenue driven by a new segment but a wider net loss and a going concern issue Condensed Consolidated Balance Sheet (Unaudited) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $5,243,685 | $5,597,193 | | **Total Assets** | $8,146,925 | $8,984,773 | | **Total Current Liabilities** | $4,896,497 | $5,179,570 | | **Total Liabilities** | $5,561,433 | $5,876,868 | | **Total Stockholders' Equity** | $2,585,492 | $3,107,905 | Condensed Consolidated Statement of Operations (Unaudited) | Account | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | **Total Revenues** | $2,052,880 | $1,484,852 | | **Total Costs and Expenses** | $2,969,093 | $2,308,329 | | **Loss from Continuing Operations** | ($916,213) | ($823,477) | | **Net Loss** | ($907,816) | ($770,689) | | **Net Loss per Share (Basic & Diluted)** | ($0.06) | ($0.06) | Condensed Consolidated Statement of Cash Flows (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | **Net cash used in operating activities** | ($288,583) | ($733,734) | | **Net cash used in investing activities** | ($1,791) | ($6,128) | | **Net cash provided by financing activities** | ($139,979) | $1,000,000 | | **Net (decrease) increase in cash** | ($429,111) | $224,774 | | **Cash and cash equivalents, end of period** | $2,973,586 | $2,342,343 | - The company's history of operating losses, an accumulated deficit of **$96.5 million**, and negative cash flow raise substantial doubt about its ability to continue as a going concern[26](index=26&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Revenue grew 38.3% due to the RemoteMore acquisition, but rising costs widened the net loss from continuing operations Total Revenue by Source (Q1 2022 vs Q1 2021) | Revenue Source | Q1 2022 (in thousands) | Q1 2021 (in thousands) | Change (Dollars) | Change (Percent) | | :--- | :--- | :--- | :--- | :--- | | Membership fees and related services | $196 | $264 | ($68) | (25.8)% | | Recruitment services | $1,333 | $1,175 | $158 | 13.4% | | Contracted software development | $477 | $0 | $477 | 100.0% | | Consumer advertising and marketing | $47 | $45 | $2 | 4.4% | | **Total Revenues** | **$2,053** | **$1,484** | **$569** | **38.3%** | Total Costs and Expenses (Q1 2022 vs Q1 2021) | Expense Category | Q1 2022 (in thousands) | Q1 2021 (in thousands) | Change (Dollars) | Change (Percent) | | :--- | :--- | :--- | :--- | :--- | | Cost of revenues | $862 | $261 | $601 | 230.3% | | Sales and marketing | $719 | $700 | $19 | 2.7% | | General and administrative | $1,107 | $1,318 | ($211) | (16.0)% | | Depreciation and amortization | $281 | $29 | $252 | 869.0% | | **Total Costs and Expenses** | **$2,969** | **$2,308** | **$661** | **28.6%** | - The company's liquidity shows cash of **$2.97 million** and a working capital surplus, but recurring negative cash flows and an accumulated deficit raise substantial doubt about its ability to continue as a going concern[156](index=156&type=chunk)[157](index=157&type=chunk) Reconciliation of Net Loss to Adjusted EBITDA (Non-GAAP) | Metric (in thousands) | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Loss from Continuing Operations | ($890) | ($756) | | Stock-based compensation | $124 | $106 | | Litigation settlement reserve | $17 | $0 | | Loss attributable to noncontrolling interest | $205 | $0 | | Depreciation and amortization | $281 | $30 | | Interest and other income | ($3) | $1 | | Income tax expense (benefit) | ($26) | ($67) | | **Adjusted EBITDA** | **($292)** | **($686)** | [Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This item is not applicable to the company for this reporting period - The company has indicated that there are no applicable quantitative and qualitative disclosures about market risk to report[186](index=186&type=chunk) [Controls and Procedures](index=39&type=section&id=ITEM%204%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were effective with no material changes in internal controls - Based on an evaluation as of March 31, 2022, the CEO and CFO concluded that the company's **disclosure controls and procedures were effective**[187](index=187&type=chunk) - There were **no material changes** to the company's internal control over financial reporting during the first quarter of fiscal 2022[188](index=188&type=chunk) [PART II - OTHER INFORMATION](index=39&type=section&id=PART%20II) [Legal Proceedings](index=39&type=section&id=ITEM%201%20LEGAL%20PROCEEDINGS) The company is involved in two notable legal proceedings for which it has recorded financial reserves - Subsidiary NAPW is a defendant in a case with a judgment of **$855,002**, for which the company has reserved[190](index=190&type=chunk) - The company and NAPW are parties to a proceeding alleging violations of the Fair Labor Standards Act, with a **$450,000 litigation settlement reserve** recorded[191](index=191&type=chunk) [Risk Factors](index=40&type=section&id=ITEM%201A%20RISK%20FACTORS) The company refers to its 2021 Annual Report for a detailed discussion of risk factors - For a detailed discussion of risk factors, the company refers to Part I, Item 1A, "Risk Factors" in its **2021 Annual Report on Form 10-K**[193](index=193&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=ITEM%202%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company repurchased approximately $140,000 of its common stock under its existing buyback program - The company has a share repurchase program authorizing the purchase of up to **$2.0 million** of its outstanding common shares[194](index=194&type=chunk) Share Repurchases in Q1 2022 | Period | Total Shares Purchased | Average Price Paid per Share | Total Cost (approx) | | :--- | :--- | :--- | :--- | | Jan 2022 | 0 | $0.00 | $0 | | Feb 2022 | 64,770 | $0.98 | $63,475 | | Mar 2022 | 77,217 | $0.98 | $75,673 | | **Total Q1 2022** | **141,987** | **$0.9789** | **$140,000** | - As of March 31, 2022, the company had approximately **$1,860,000 of repurchase authority remaining** under the current Stock Buyback Plan[194](index=194&type=chunk) [Defaults Upon Senior Securities](index=41&type=section&id=ITEM%203%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities during the period - None[195](index=195&type=chunk) [Mine Safety Disclosures](index=41&type=section&id=ITEM%204%20MINE%20SAFETY%20DISCLOUSRES) This item is not applicable to the company - Not applicable[196](index=196&type=chunk) [Other Information](index=41&type=section&id=ITEM%205%20OTHER%20INFORMATION) The company reported no other information for this period - None[197](index=197&type=chunk) [Exhibits](index=41&type=section&id=ITEM%206%20EXHIBITS) The filing includes required CEO/CFO certifications and Inline XBRL financial data files - Exhibits filed include **CEO and CFO certifications** (31.1, 31.2, 32.1) and various Inline XBRL documents for interactive data[198](index=198&type=chunk)

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 Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) (State or Other J ...

PART I [Financial Statements](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Unaudited consolidated financial statements show asset growth from acquisitions and financing, persistent deficit, and revenue increase from recruitment services despite net loss [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$9.80 million** by Sep 30, 2021, driven by cash and goodwill, while equity improved from stock issuances Condensed Consolidated Balance Sheet Highlights (Unaudited) | Metric | September 30, 2021 ($) | December 31, 2020 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $4,092,473 | $2,117,569 | | Goodwill | $1,274,785 | $339,451 | | Total assets | $9,800,120 | $8,673,343 | | **Liabilities & Equity** | | | | Total current liabilities | $4,740,337 | $4,677,474 | | Total liabilities | $5,449,827 | $5,327,511 | | Accumulated deficit | $(94,509,710) | $(93,022,835) | | Total stockholders' equity | $4,350,293 | $3,345,832 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q3 2021 revenue grew **29.0%** to **$1.68 million**, with net loss significantly narrowing due to recruitment services growth Q3 2021 vs Q3 2020 Statement of Operations (Unaudited) | Metric | Three Months Ended Sep 30, 2021 ($) | Three Months Ended Sep 30, 2020 ($) | | :--- | :--- | :--- | | Total revenues | $1,683,015 | $1,305,522 | | Recruitment services revenue | $1,368,440 | $930,330 | | Loss from continuing operations | $(92,502) | $(920,582) | | Net loss attributable to PDN, Inc. | $(80,562) | $(941,687) | | Net loss per share | $(0.01) | $(0.07) | Nine Months 2021 vs 2020 Statement of Operations (Unaudited) | Metric | Nine Months Ended Sep 30, 2021 ($) | Nine Months Ended Sep 30, 2020 ($) | | :--- | :--- | :--- | | Total revenues | $4,628,032 | $3,239,649 | | Recruitment services revenue | $3,695,205 | $2,069,250 | | Loss from continuing operations | $(1,457,507) | $(4,148,699) | | Net loss attributable to PDN, Inc. | $(1,486,875) | $(4,272,655) | | Net loss per share | $(0.11) | $(0.39) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations improved, while financing activities provided **$4.44 million** from stock sales, increasing cash to **$4.09 million** Cash Flow Summary for Nine Months Ended Sep 30 (Unaudited) | Cash Flow Activity | 2021 ($) | 2020 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,193,188) | $(2,834,475) | | Net cash used in investing activities | $(1,279,278) | $(77,577) | | Net cash provided by financing activities | $4,444,950 | $4,927,905 | | **Net increase in cash** | **$1,974,904** | **$2,051,836** | - The acquisition of an equity interest in RemoteMore USA, Inc. was a significant investing activity, costing **$863,333**[19](index=19&type=chunk) - Financing activities were driven by proceeds from the sale of common stock, totaling approximately **$4.44 million**[19](index=19&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, going concern doubt, RemoteMore acquisition, discontinued China operations, and stock issuances - The company's accumulated deficit of **$94.5 million** and negative cash from operations raise substantial doubt about its ability to continue as a going concern. Future operations depend on raising capital and increasing revenue[26](index=26&type=chunk)[27](index=27&type=chunk) - On September 20, 2021, the company acquired a **45.62%** interest in RemoteMore USA, Inc. for an estimated purchase price of **$1,363,333**, resulting in **$935,334** of goodwill[62](index=62&type=chunk)[63](index=63&type=chunk) - The company's China operations have been discontinued. In April 2021, approximately **$2.9 million** was seized from the PDN China bank account by a Chinese court related to a case involving the company's former CEO[45](index=45&type=chunk)[46](index=46&type=chunk) - The company raised approximately **$4.5 million** in gross proceeds during the first nine months of 2021 through three separate sales of common stock[95](index=95&type=chunk)[96](index=96&type=chunk)[28](index=28&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=26&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) MD&A highlights **42.9%** revenue growth, reduced net loss, but expresses substantial doubt about going concern due to recurring losses [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Total revenues increased **42.9%** for nine months, driven by PDN Network growth, while G&A expenses decreased, narrowing net loss Revenue by Type - Nine Months Ended Sep 30 | Revenue Type | 2021 (in thousands) | 2020 (in thousands) | % Change | | :--- | :--- | :--- | :--- | | Recruitment services | $3,695 | $2,069 | 78.6% | | Membership fees and related services | $761 | $1,056 | (27.9)% | | **Total revenues** | **$4,628** | **$3,239** | **42.9%** | Revenue by Segment - Nine Months Ended Sep 30 | Segment | 2021 (in thousands) | 2020 (in thousands) | % Change | | :--- | :--- | :--- | :--- | | PDN Network | $3,845 | $2,180 | 76.4% | | Other | $783 | $1,059 | (26.1)% | | **Total revenues** | **$4,628** | **$3,239** | **42.9%** | - General and administrative expenses for the nine months ended Sep 30, 2021, decreased by **$1.99 million** (**37.6%**) compared to the prior year, mainly due to reduced professional services charges and litigation settlement reserves[138](index=138&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) Cash and working capital improved from stock sales, but recurring losses and negative cash flow raise substantial doubt about going concern - The company had cash and cash equivalents of **$4,092,473** as of September 30, 2021, compared to **$2,117,569** at December 31, 2020[152](index=152&type=chunk) - Management states that recurring losses and negative cash flows raise substantial doubt about the company's ability to continue as a going concern[153](index=153&type=chunk) - The company raised approximately **$4.45 million** in cash from financing activities during the first nine months of 2021 through the sale of common stock[166](index=166&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk) - Management anticipates that available funds may not be sufficient to meet working capital requirements for the next twelve months, necessitating further capital raises or revenue increases[158](index=158&type=chunk) [Critical Accounting Policies and Estimates](index=38&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Management identifies critical accounting policies requiring significant judgment for receivables, goodwill, software, business combinations, and revenue - Key critical accounting policies involve significant estimates for accounts receivable allowances, goodwill and intangible asset impairment, capitalized technology costs, business combinations, and revenue recognition[172](index=172&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Not applicable as the company is a smaller reporting company - Not applicable for this filing[183](index=183&type=chunk) [Controls and Procedures](index=40&type=section&id=ITEM%204%20CONTROLS%20AND%20PROCEDURES) Disclosure controls were ineffective due to persistent material weaknesses in revenue recognition and accounting procedures, with remediation ongoing - Management concluded that the company's disclosure controls and procedures were not effective as of September 30, 2021[184](index=184&type=chunk) - Material weaknesses in internal controls persist, including issues with revenue recognition policies, estimating allowance for doubtful accounts, and lack of formal accounting procedures[189](index=189&type=chunk)[190](index=190&type=chunk) - Remediation efforts in fiscal 2021 include expanding accounting staff, updating policies, and implementing a more robust accounting software which went live on October 1, 2021[190](index=190&type=chunk) PART II [Legal Proceedings](index=43&type=section&id=ITEM%201%20LEGAL%20PROCEEDINGS) Updates on legal matters include settlement of White Winston dispute, a judgment against NAPW, and a class-action labor lawsuit - The White Winston matter was settled; the company paid **$600,000** in cash and issued **150,000** shares of common stock[194](index=194&type=chunk) - A judgment of **$855,002** was entered against subsidiary NAPW in a lease dispute, for which the company has reserved[195](index=195&type=chunk) - The company is defending a labor law case (Deborah Bayne, et al. vs. NAPW, Inc.) and has recorded a **$450,000** litigation settlement reserve[196](index=196&type=chunk) [Risk Factors](index=43&type=section&id=ITEM%201A%20RISK%20FACTORS) Not required for smaller reporting companies - Smaller reporting companies are not required to provide the information required by this item[198](index=198&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=ITEM%202%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) Company reports three significant equity sales in 2021, raising approximately **$4.5 million** in gross proceeds - February 1, 2021: Sold **500,000** shares in a private placement for gross proceeds of **$1,000,000**[199](index=199&type=chunk) - July 9, 2021: Sold **1,470,588** shares in a registered direct offering for gross proceeds of **$2,499,999.60**[200](index=200&type=chunk) - September 22, 2021: Sold **948,767** shares through a stock purchase agreement for gross proceeds of approximately **$1,000,000**[201](index=201&type=chunk) [Defaults Upon Senior Securities](index=44&type=section&id=ITEM%203%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) None reported - None[202](index=202&type=chunk) [Mine Safety Disclosures](index=44&type=section&id=ITEM%204%20MINE%20SAFETY%20DISCLOUSRES) Not applicable - Not applicable[203](index=203&type=chunk) [Other Information](index=44&type=section&id=ITEM%205%20OTHER%20INFORMATION) None reported - None[204](index=204&type=chunk) [Exhibits](index=44&type=section&id=ITEM%206%20EXHIBITS) The report lists several exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL documents - Exhibits filed include Sarbanes-Oxley certifications (**31.1, 31.2, 32.1**) and various Inline XBRL documents[206](index=206&type=chunk)

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 Professional Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 80-0 ...