Professional Diversity Network Inc 2024年度报告

Form 10-K (Mark One) ☐ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2024 or ☐TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from________to________ Commission file number: 001-35824 (Exact name of Registrant as Specified in Its Charter) Delaware80-0900177(State or Other Jurisdiction of Incorporation orOrganization)(I.R.S. EmployerIdentification No.) 55 E. Monroe Street, Suite 2120 Chicago, Illinois60603(Address of Principal Executive Offices)(Zip Code) (312) 614-0950(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each className of each exchange on which registeredCommon Stock, $0.01 par value per shareThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.Yes☐No☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act.Yes☐No☐ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes☐No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File requiredto be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the Registrant was required to submit such files).Yes☐No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company, or an emerging growth company. See the definitions of “large acceleratedfiler,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act.: Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extendedtransition period for complying with any new or revised accounting standards provided pursuant to Section 13(a)of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).Yes☐No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysisof incentive-based compensation received by any of the registrant’s executive officers during the relevantrecovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant on June30, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter, wasapproximately $5,867,917 (based on the price at which the common shares were last sold as reported on theNASDAQ Capital Market on such date). There were 2,083,327 shares outstanding of the Registrant’s common stock as of March 31, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement for the Registrant’s 2025 Annual Meeting of Stockholders areincorporated by reference in Part III of this Form 10-K. Table of Contents true PROFESSIONAL DIVERSITY NETWORK, INC. FORM 10-KFOR THE YEAR ENDED DECEMBER 31, 2024TABLE OF CONTENTS PAGE PART I ITEM 1 - BUSINESSITEM 1A - RISK FACTORSITEM 1B - UNRESOLVED STAFF COMMENTSITEM 1C - CYBERSECURITYITEM 2 - PROPERTIESITEM 3 - LEGAL PROCEEDINGSITEM 4 - MINE SAFETY DISCLOSURES PART II ITEM5-MARKET FOR REGISTRANT’S COMMON EQUITY,RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES26ITEM 6 - [RESERVED]27ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS27ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK38ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA39ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE.39ITEM 9A - CONTROLS AND PROCEDURES39ITEM 9B - OTHER IN