Professional Diversity Network Inc 2024年度报告

Form10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 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:001-35824 Professional Diversity Network, Inc.(Exact name of Registrant as Specified in Its Charter) Delaware80-0900177(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. EmployerIdentification No.) 55 E. Monroe Street, Suite 2120Chicago,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: Name of each exchange on which registeredTheNasdaqStock 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 the Securities Act.Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 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 of1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the 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 extended transition period for complying withany 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’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedinthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery 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 June 30, 2024, the last business day of theRegistrant’s most recently completed second fiscal quarter, was approximately $5,867,917(based on the price at which the common shares werelast sold as reported on the NASDAQ Capital Market on such date). There were2,083,327shares 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 are incorporated by reference in Part III ofthis Form 10-K. PROFESSIONAL DIVERSITY NETWORK, INC. FORM 10-KFOR THE YEAR ENDEDDECEMBER 31, 2024TABLE OF CONTENTS 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 ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASESOF EQUITY SECURITIES26ITEM 6 - [RESERVED]27ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 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 AND FINANCIAL DISCLOSURE.39ITEM 9A - CONTROLS AND PROCEDURES39ITEM 9B - OTHER INFORMATION41ITEM 9C-DISCLOSURE REGARDING FORE