专业多样性网络公司美股招股说明书(2025-10-31版)

PROFESSIONAL DIVERSITY NETWORK, INC. Up to $3,250,000 Shares of Common Stock We are offering up to $3,250,000 shares of common stock, par value $0.01 per share (our “common stock”) by this prospectussupplement and the accompanying prospectus, directly to Streeterville Capital, LLC (the “Investor”), in connection with thesecurities purchase agreement that we entered into with the Investor on September 5, 2025 (the “Securities Purchase Agreement”),pursuant to which we agreed to issue and sell to the Investor shares of our common stock in one or more pre-paid purchases (each,a “Pre-Paid Purchase”) for an aggregate purchase price of up to $20,000,000 and issue to the Investor 227,500 shares of commonstock for $2,275 as pre-delivery shares (the “Pre-Delivery Shares”), which Pre-Delivery Shares was issued at the closing of thetransactions contemplated by the Securities Purchase Agreement. The Securities Purchase Agreement provides for an initial Pre-Paid Purchase in the principal amount of up to $8,000,000 (the “Initial Pre-Paid Purchase”), after deducting an original issuediscount of up to $640,000 and transaction expenses of $15,000. In accordance with the terms of the Securities PurchaseAgreement, on September 5, 2025, the Investor advanced to us $3,397,725 under the Initial Pre-Paid Purchase (the “Initial Pre-Paid Purchase”) and paid us $2,275 for the Pre-Delivery Shares. On October 7, 2025, the Investor funded an additional amount(the “Additional Funding”) of $4,602,275 to the deposit account (the “Deposit Account”) as set out in that certain deposit accountcontrol agreement (the “Deposit Account Control Agreement”) entered into by IPDN Holdings, a Utah corporation and our wholly-owned subsidiary, and the Investor on October 3, 2025, of which $1,000,000 from the Deposit Account will be released to uswithin one (1) business day of filing this prospectus supplement in accordance with the terms set forth in that certain side letterentered into between us and the Investor on October 30, 2025 (the “Side Letter Agreement”). On September 17, 2025, certain shareholders of the Company collectively holding approximately 52.47%of the then total issuedand outstanding shares of our common stock executed a written consent in lieu of a special meeting of stockholders (the“Stockholder Approval”), approving,inter alia, issuance of shares of our common stock underlying the Securities PurchaseAgreement. We filed a Preliminary Information Statement on Schedule 14C (the “PRE 14C”) on September 22, 2025 and aDefinitive Proxy Statement on Schedule 14C (the “DEF 14C”) notifying our stockholders of the Stockholder Approval on October2, 2025. On September 5, 2025, we filed a prospectus supplement (the “First Prospectus Supplement”) to our shelf registration statement onForm S-3 (File No. 333-282831) to register the issuance and resale of (i) $3,397,725 shares of common stock issuable under theInitial Pre-Paid Purchase, and (ii) 227,500 Pre-Delivery Shares. This prospectus supplement relates to the offering of $3,250,000 shares of common stock issuable under the Initial Pre-PaidPurchase, pursuant to the Securities Purchase Agreement. If and when requested by the Investor, amounts outstanding under the Initial Pre-Paid Purchase will be correspondingly reducedupon the issuance by us of our common stock to the Investor at a price per share equal to 80% of the lowest daily volume weightedaverage price (as reported during regular trading hours by Bloomberg) (the “VWAP”) of our common stock during the ten (10)trading days immediately preceding the applicable measurement date, subject to a floor price of $1.608. In addition to our issuance of common stock to the Investor pursuant to the Securities Purchase Agreement, this prospectussupplement also covers the resale of those shares from time to time by the Investor to the public. The Investor may sell the sharesof common stock included in this prospectus supplement in a number of different ways and at varying prices. We provide moreinformation about how the Investor may sell the shares in the section entitled “Plan of Distribution”. The Investor is an“underwriter” within the meaning of Section2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). The aggregate market value of our outstanding common stock held by non-affiliates is $26,045,297.10based on 4,669,459 sharesof outstanding common stock as of October 30, 2025, of which 1,778,749 are held by affiliates, and a per share price of $9.01based on the closing sale price of our common stock on September 3, 2025 and is the highest closing sale price of our commonstock on the Nasdaq Capital Market (“Nasdaq”) within the prior 60 days. As of the date of this prospectus supplement, we had soldsecurities with aggregate gross proceeds of $5,400,000 pursuant to General Instruction I.B.6. of Registration Statement on Form S-3 during the prior 12-month calendar period that ends on, and includes, the date of this prospectus