Professional Diversity Network Inc 2026年季度报告

Form10-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, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromto Commission file number:001-35824 Professional Diversity Network, Inc.(Exact name of Registrant as Specified in Its Charter) Delaware80-0900177(State or Other Jurisdiction ofIncorporation 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: Title of each classCommon Stock, $0.0001 par value per share TheNasdaqStock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such 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 andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting 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 forcomplying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒There were 14,450,323shares outstanding of the registrant’s common stock as of August 14, 2026. true Note Regarding Forward-Looking Statements This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements concern expectations,beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are nothistorical facts. Specifically, this Quarterly Report contains forward-looking statements regarding: ●our beliefs regarding our ability to capture and capitalize on market trends;●our expectations on the future growth and financial health of the online diversity recruitment industry and theindustry participants, and the drivers of such growth;●our expectations regarding continued membership growth;●our beliefs regarding the increased value derived from the synergies among our segments; and●our beliefs regarding our liquidity requirements, the availability of cash and capital resources to fund ourbusiness in the future and intended use of liquidity. These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties andassumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actualresults and could cause actual results to differ significantly from those expressed in any forward-looking statement. The mostimportant factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-lookingstatements and the actual results to differ materially from those expressed in or implied by those forward-looking statementsinclude, but are not limited to, the following: ●our ability to raise funds in the future to support operations;●our business and operating strategies and plans for the development of existing and new businesses, ability toimplement such strategies and plans and expected time;●failure to realize synergies and other financial benefits from mergers and acquisitions within expected timeframes, including increases in expected costs or difficulties related to integration of merger and acquisitionpartners;●inability to identify and successfully negotiate and complete additional combinations with potential merger oracquisition partners;●our history of operating losses;●our limited operating history in a new and unproven market;●increasing competition in the market for online professional networks;●our ability to comply with increa