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 ...

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Q1 2021 financials show revenue growth, narrowed net loss, declining assets, and significant going concern doubts [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$6.04 million** by March 31, 2021, mainly from discontinued operations, sharply reducing stockholders' equity Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | March 31, 2021 ($) | December 31, 2020 ($) | | :--- | :--- | :--- | | **Total Assets** | **6,037,747** | **8,673,343** | | Total Current Assets | 3,811,447 | 3,521,421 | | Long-term assets from discontinued operations | 198,186 | 3,085,178 | | **Total Liabilities** | **5,073,519** | **5,327,511** | | Total Current Liabilities | 4,495,851 | 4,677,474 | | **Total Stockholders' Equity** | **964,228** | **3,345,832** | - The significant drop in stockholders' equity is primarily due to an adjustment from discontinued operations of **($2,591,724)** and a net loss of **($770,689)** for the quarter[17](index=17&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2021 total revenues increased **51.1%** to **$1.48 million**, driven by recruitment services, narrowing the loss from continuing operations Q1 2021 vs Q1 2020 Statement of Operations (Unaudited) | Metric | Three Months Ended Mar 31, 2021 ($) | Three Months Ended Mar 31, 2020 ($) | YoY Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenues** | **1,484,852** | **982,297** | **+51.1%** | | Recruitment services | 1,175,080 | 566,687 | +107.3% | | Membership fees and related services | 263,205 | 383,831 | -31.4% | | Total costs and expenses | 2,308,329 | 2,411,301 | -4.3% | | **Loss from continuing operations** | **(755,615)** | **(1,422,431)** | **+46.9%** | | **Net Loss** | **(770,689)** | **(1,492,096)** | **+48.3%** | | **Net Loss Per Share (Basic & Diluted)** | **(0.06)** | **(0.17)** | **+64.7%** | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2021 saw increased net cash used in operating activities to **($733,734)**, with **$1.0 million** from financing, ending the quarter with **$2.34 million** in cash Q1 2021 vs Q1 2020 Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended Mar 31, 2021 ($) | Three Months Ended Mar 31, 2020 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | (733,734) | (558,305) | | Net cash used in investing activities | (6,128) | (4,705) | | Net cash provided by financing activities | 1,000,000 | 1,500,000 | | **Net increase in cash** | **224,774** | **936,990** | | **Cash, end of period** | **2,342,343** | **1,555,203** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail going concern doubts, **$2.9 million** cash seizure from China operations impacting Nasdaq listing, and segment performance showing PDN growth - The company's ability to continue as a going concern is in substantial doubt due to an accumulated deficit of **$93.8 million** and negative cash flow from operations[24](index=24&type=chunk)[26](index=26&type=chunk) - In April 2021, approximately **$2.9 million** (**RMB 18.8 million**) was seized from the company's discontinued China operations bank account, causing stockholders' equity to fall below the **$2.5 million** Nasdaq listing requirement[47](index=47&type=chunk)[48](index=48&type=chunk) - The company settled a legal dispute with White Winston by paying **$600,000** in cash and issuing **150,000 shares** of common stock, for a total settlement value of **$766,500**[86](index=86&type=chunk) Segment Revenue and Operating Income (Loss) - Q1 2021 | Segment | Total Revenues ($) | Income (Loss) from Continuing Operations ($) | | :--- | :--- | :--- | | PDN Network | 1,220,217 | 312,823 | | NAPW Network | 264,636 | (246,419) | | Corporate Overhead | - | (889,880) | | **Consolidated** | **1,484,853** | **(823,476)** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2021 revenue growth from PDN Network, offset by NAPW decline, reduced G&A, and ongoing liquidity concerns with working capital deficiency and Nasdaq compliance [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Q1 2021 total revenues increased **51.1%** to **$1.48 million**, driven by recruitment services and PDN Network growth, reducing net loss from continuing operations Revenue by Type - Q1 2021 vs Q1 2020 (in thousands) | Revenue Type | Q1 2021 ($) | Q1 2020 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Membership fees and related services | 263 | 384 | (121) | (31.5)% | | Recruitment services | 1,175 | 567 | 608 | 107.2% | | Consumer advertising and marketing | 45 | 30 | 15 | 50.0% | | **Total revenues** | **1,484** | **982** | **502** | **51.1%** | Revenue by Segment - Q1 2021 vs Q1 2020 (in thousands) | Segment | Q1 2021 ($) | Q1 2020 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | PDN Network | 1,220 | 597 | 623 | 104.3% | | NAPW Network | 264 | 385 | (121) | (31.4)% | | **Total revenues** | **1,484** | **982** | **502** | **51.1%** | - General and administrative expenses decreased by **$343,000**, primarily because a **$450,000** litigation settlement reserve was recorded in Q1 2020 with no comparable event in Q1 2021[137](index=137&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces precarious liquidity with a **$684,000** working capital deficiency and **$93.8 million** accumulated deficit, raising going concern doubts, exacerbated by a **$2.9 million** cash seizure - The company had a working capital deficiency of **($684,000)** as of March 31, 2021, and management states that available funds may not be sufficient to meet working capital requirements for the next twelve months[149](index=149&type=chunk)[156](index=156&type=chunk) - On February 1, 2021, the company raised **$1,000,000** in gross proceeds from a private placement sale of **500,000 shares** of common stock at **$2.00** per share[154](index=154&type=chunk) - The seizure of approximately **$2.9 million** from the PDN China Account resulted in the company's stockholders' equity falling below the **$2.5 million** required for continued listing on the Nasdaq Capital Market[156](index=156&type=chunk) [Discontinued Operations](index=30&type=section&id=Discontinued%20Operations) China operations were suspended in March 2020, with Q1 2021 net loss from discontinued operations significantly reduced to **$15,074** from **$69,665** in the prior year Results from Discontinued Operations | Metric | Three Months Ended Mar 31, 2021 ($) | Three Months Ended Mar 31, 2020 ($) | | :--- | :--- | :--- | | Revenues | - | - | | General and administrative | 9,470 | 60,614 | | **Net loss from discontinued operations** | **(15,074)** | **(69,665)** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable, consistent with practices for smaller reporting companies - Not applicable[184](index=184&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of March 31, 2021, due to persistent material weaknesses in internal control over financial reporting, with remediation ongoing - The Chief Executive Officer and Interim Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective as of the end of the period covered by the report[185](index=185&type=chunk) - Material weaknesses identified include lack of proper policies for revenue sharing arrangements, inadequate procedures for estimating allowance for doubtful accounts, and insufficiently formal accounting procedures, particularly for foreign subsidiary data[191](index=191&type=chunk)[193](index=193&type=chunk) - Remediation plans for 2021 include expanding corporate accounting staff, updating accounting policies, and improving financial reporting processes with monthly and quarterly closing checklists[192](index=192&type=chunk)[195](index=195&type=chunk) [PART II - OTHER INFORMATION](index=38&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company details three significant legal matters, including a **$766,500** settlement, a **$746,142** judgment against NAPW, and an ongoing labor law case with a **$450,000** reserve - Settled with White Winston Select Asset Funds for **$600,000** cash and **150,000 shares** of common stock[198](index=198&type=chunk) - A judgment of **$746,142** was entered against subsidiary NAPW for a former lease; a **$780,000** reserve has been recorded[199](index=199&type=chunk) - A labor law case (Deborah Bayne, et al. vs. NAPW, Inc.) is scheduled for trial in 2021; a **$450,000** litigation reserve was recorded in Q1 2020[200](index=200&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, this item's information is not required - Smaller reporting companies are not required to provide the information required by this item[202](index=202&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) On February 1, 2021, the company sold **500,000 shares** of common stock in a private placement at **$2.00** per share, generating **$1,000,000** in gross proceeds - On February 1, 2021, the Company sold **500,000 shares** of common stock in a private placement at **$2.00** per share for gross proceeds of **$1,000,000**[204](index=204&type=chunk) [Other Items (3, 4, 5, 6)](index=39&type=section&id=Other%20Items%20(3%2C%204%2C%205%2C%206)) Items 3, 4, and 5 reported no defaults, mine safety disclosures, or other information, while Item 6 lists the exhibits filed with the Form 10-Q - Item 3 (Defaults Upon Senior Securities), Item 4 (Mine Safety Disclosure), and Item 5 (Other Information) are reported as 'None' or 'Not applicable'[205](index=205&type=chunk)[206](index=206&type=chunk)[207](index=207&type=chunk) - Item 6 lists the exhibits filed with the report, including CEO/CFO certifications and XBRL data files[208](index=208&type=chunk)[209](index=209&type=chunk)

[PART I](index=4&type=section&id=PART%20I) [Business](index=4&type=section&id=ITEM%201%20-%20BUSINESS) The company operates two diversity-focused professional networks, PDN and NAPW, with a strategy to grow membership and recruitment services, discontinuing China operations in 2020 - The company's **core strategy** includes growing its member and client base, maximizing revenue through synergies, launching new services, streamlining infrastructure, and expanding its diversity recruitment offerings[20](index=20&type=chunk) - The PDN Network provides recruitment solutions, including advertising, job postings, and career fairs, to a client base of approximately **1,250 companies** as of December 31, 2020[25](index=25&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) - The NAPW Network offers women networking opportunities through its website and local chapters, which shifted to a virtual format in March 2020 due to the COVID-19 pandemic[31](index=31&type=chunk)[32](index=32&type=chunk) - On March 4, 2020, the Board of Directors approved the **discontinuation of all China operations**, with historical financial results now reported as discontinued operations[62](index=62&type=chunk) 2020 Revenue by Business Segment | Segment | Revenue Contribution (%) | | :--- | :--- | | PDN Network | 70% | | NAPW Network | 30% | [Risk Factors](index=14&type=section&id=ITEM%201A%20-%20RISK%20FACTORS) The company faces risks from persistent losses, intense competition, operational vulnerabilities, concentrated ownership, and material weaknesses in internal controls - The company has a history of financial struggles, recording a net loss from continuing operations of approximately **$4.2 million** in 2020, an increase from the **$2.8 million** loss in 2019[66](index=66&type=chunk) - Competition is a **major risk**, with the company facing challenges from larger online professional networks such as LinkedIn and Monster Worldwide, as well as social networks like Facebook[67](index=67&type=chunk)[68](index=68&type=chunk)[70](index=70&type=chunk) - The COVID-19 pandemic has had, and is expected to continue to have, an **adverse effect** on the business and financial results, potentially impacting liquidity and the ability to execute business strategies[105](index=105&type=chunk) - As of March 31, 2021, Cosmic Forward Limited (CFL) beneficially owned approximately **25.5%** of the company's common stock, giving it significant influence over stockholder matters[108](index=108&type=chunk) - Management determined that as of December 31, 2020, the company's internal controls over financial reporting had **material weaknesses**, which could result in material misstatements in financial statements[115](index=115&type=chunk) [Properties](index=25&type=section&id=ITEM%202%20-%20PROPERTIES) The company leases its **4,902 sq. ft.** Chicago headquarters until 2027 and a smaller **300 sq. ft.** office in Minnetonka - The main corporate office is a leased space of **4,902 sq. ft.** in Chicago, IL, with the lease term extending to **September 2027**[125](index=125&type=chunk) - A smaller office of **300 sq. ft.** is leased in Minnetonka, MN, for the Events division under a flexible quarter-to-quarter lease[125](index=125&type=chunk) [Legal Proceedings](index=25&type=section&id=ITEM%203%20-%20LEGAL%20PROCEEDINGS) The company is involved in multiple legal matters, including a settled lawsuit, a **$746K** judgment against NAPW, and a **$450K** FLSA lawsuit - The lawsuit with White Winston was settled on October 28, 2020, including a **$250,000** cash payment, a subsequent **$350,000** payment, and the issuance of **150,000 shares** of common stock[128](index=128&type=chunk) - A judgment of **$746,142.41** was obtained against the company's subsidiary, NAPW, regarding a former lease, with a litigation settlement reserve of **$780,000** recorded[129](index=129&type=chunk) - The company is a defendant in a lawsuit alleging violations of the Fair Labor Standards Act, with a **$450,000** litigation settlement reserve recorded and trial expected in 2021[130](index=130&type=chunk) [PART II](index=26&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=26&type=section&id=ITEM%205%20-%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY,%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's NASDAQ-listed common stock experienced volatility in 2020, with no dividends paid, and capital was raised through private placements 2020 Common Stock Price Range | Quarter | High ($) | Low ($) | | :--- | :--- | :--- | | Q1 | 0.91 | 0.91 | | Q2 | 3.98 | 0.91 | | Q3 | 3.20 | 0.76 | | Q4 | 5.56 | 0.91 | - The company has **never declared or paid cash dividends** and intends to retain future earnings to finance business development and expansion[138](index=138&type=chunk) - In 2020, the company raised capital through private placements, including selling shares to Malven Group Limited for gross proceeds of **$1.5 million** in March and **$1.0 million** in June[140](index=140&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=ITEM%207%20-%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Total revenues declined **11.3%** in 2020 to **$4.46M**, driven by NAPW, while expenses rose **16%** to **$9.3M**, resulting in a **$4.16M** net loss and going concern doubt [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Total revenues decreased by **11.3%** to **$4.46 million** in 2020, while expenses increased by **16.0%**, leading to a **$4.16 million** net loss Consolidated Revenues (FY 2020 vs. FY 2019) | Revenue Category | 2020 (in thousands) | 2019 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Membership fees and related services | $1,346 | $2,428 | -44.6% | | Recruitment services | $2,962 | $2,451 | +20.8% | | **Total revenues** | **$4,457** | **$5,025** | **-11.3%** | Segment Revenues (FY 2020 vs. FY 2019) | Segment | 2020 (in thousands) | 2019 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | PDN Network | $3,106 | $2,592 | +19.8% | | NAPW Network | $1,351 | $2,433 | -44.5% | - Total costs and expenses increased by **16.0%** to **$9.3 million** in 2020, primarily due to a **50.4%** increase in general and administrative expenses related to litigation reserves, legal fees, and share-based compensation[160](index=160&type=chunk)[163](index=163&type=chunk)[166](index=166&type=chunk) - Net loss from continuing operations widened by **48.9%** to **$4.16 million** in 2020, compared to a loss of **$2.79 million** in 2019[175](index=175&type=chunk) - Other income was **$652,000** in 2020, a significant increase from **$26,000** in 2019, primarily due to the forgiveness of a **$651,077** Paycheck Protection Program (PPP) loan[168](index=168&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity improved with increased cash, but persistent net losses and negative operating cash flow raise substantial doubt about its going concern ability Liquidity Position | Metric (in thousands) | As of Dec 31, 2020 | As of Dec 31, 2019 | | :--- | :--- | :--- | | Cash and cash equivalents | $2,118 | $634 | | Working capital (deficiency) | $(1,156) | $(2,114) | - The company's history of net losses and negative cash flows from operations (**$3.3 million** used in continuing operations in 2020) raises **substantial doubt** about its ability to continue as a going concern[177](index=177&type=chunk)[186](index=186&type=chunk) - Net cash provided by financing activities was approximately **$4.9 million** in 2020, primarily from the sale of common stock to Malven Group Limited and other institutional investors[178](index=178&type=chunk)[179](index=179&type=chunk)[189](index=189&type=chunk) [Discontinued Operations](index=33&type=section&id=Discontinued%20Operations) In March 2020, the company **suspended all China operations**, with their financial results now reported as discontinued operations - In March 2020, the Board of Directors decided to **suspend all operations in China**, with the results of these operations presented as discontinued operations[172](index=172&type=chunk) Results from Discontinued Operations (in thousands) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Revenues | $0 | $108 | | Net loss from discontinued operations | $(194) | $(1,052) | [Financial Statements and Supplementary Data](index=40&type=section&id=ITEM%208%20-%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) The FY2020 financial statements report a **$4.35 million** net loss on **$4.46 million** revenues, with the auditor highlighting going concern uncertainty and material weaknesses in controls Key Financial Metrics (FY 2020) | Metric | Amount (in millions) | | :--- | :--- | | Total Revenues | $4.46 | | Loss from Continuing Operations | $(4.16) | | Net Loss | $(4.35) | | Total Assets | $8.67 | | Total Liabilities | $5.33 | | Accumulated Deficit | $(93.02) | - The independent auditor's report expresses **substantial doubt** about the company's ability to continue as a **going concern**, citing significant working capital deficiency and recurring losses[250](index=250&type=chunk) - The auditor identified **Revenue Recognition** and **Allowance for Doubtful Accounts** as **critical audit matters**, noting challenges due to **material weaknesses** in internal controls related to these areas[256](index=256&type=chunk)[257](index=257&type=chunk)[259](index=259&type=chunk)[260](index=260&type=chunk) - Subsequent to year-end, the company raised **$1.0 million** in a private placement in February 2021 and entered an agreement to acquire a **45.6% interest** in RemoteMore USA, Inc. in March 2021[366](index=366&type=chunk)[368](index=368&type=chunk) [Controls and Procedures](index=40&type=section&id=ITEM%209A%20-%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls were **ineffective** as of December 31, 2020, due to material weaknesses in revenue recognition, doubtful accounts, and formal accounting procedures - Management, including the CEO and Interim CFO, concluded that the company's disclosure controls and procedures were **not effective** as of December 31, 2020[217](index=217&type=chunk)[220](index=220&type=chunk) - **Material weaknesses** were identified in three key areas: (1) **revenue recognition** policies for partner sharing arrangements, (2) procedures for estimating **allowance for doubtful accounts**, and (3) **lack of formal accounting procedures**, especially for foreign subsidiary data[224](index=224&type=chunk) - Remediation efforts during 2020 included hiring experienced accounting personnel, engaging an outside consultant, and improving financial reporting processes, but these measures **did not fully remediate** the identified weaknesses[220](index=220&type=chunk)[225](index=225&type=chunk)[234](index=234&type=chunk) [PART III](index=42&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=42&type=section&id=ITEM%2010%20-%20DIRECTORS,%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Information on directors and executive officers is **incorporated by reference** from the 2021 Proxy Statement, and the company has adopted a Code of Business Conduct and Ethics - Most information required by this item is **incorporated by reference** from the 2021 Proxy Statement[230](index=230&type=chunk) - The company has adopted a **Code of Business Conduct and Ethics** applicable to all employees, officers, and directors, which can be found on its website[231](index=231&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=42&type=section&id=ITEM%2012%20-%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Security ownership information is referenced from the 2021 Proxy Statement, with **272,901** securities issuable under equity plans and **514,780** remaining available as of December 31, 2020 Equity Compensation Plan Information (as of Dec 31, 2020) | Plan category | Securities to be issued upon exercise | Weighted-average exercise price | Securities remaining available for future issuance | | :--- | :--- | :--- | :--- | | Approved by shareholders | 272,901 | $5.24 | 514,780 | | **Total** | **272,901** | **$5.24** | **514,780** | [PART IV](index=44&type=section&id=PART%20IV) [Exhibits and Financial Statement Schedules](index=44&type=section&id=ITEM%2015%20-%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists all exhibits filed with the Annual Report, including corporate documents and certifications, and directs to financial statements starting on page **F-1** - This item lists the financial statements filed with the report, which can be found starting on page **F-1**[241](index=241&type=chunk) - An **index of all exhibits** filed as part of the Annual Report is provided, including agreements, corporate governance documents, and required certifications[243](index=243&type=chunk)[245](index=245&type=chunk)

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 or For the quarterly period ended September 30, 2020 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 Jurisdiction of Incorporation or Organization) 55 E. Monroe Street, Suite 2120 Ch ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 Professional Diversity Network, Inc. Washington, D.C. 20549 For the transition period from ________ to________ Commission file number: 001-35824 (Exact name of Registrant as Specified in Its Charter) (State or ...

Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (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 Professional Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) (State o ...

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 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 Jurisdiction of Incorporation or Organization) 801 W. Adams Street, Suite 600 Chicago, Illino ...

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, 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 Professional Diversity Network, Inc. (Exact name of registrant as specified in its Charter) Del ...