Professional Dvrsty Ntwork Inc SEC Filings

Professional Diversity Network, Inc. (IPDN) disclosed that on November 24, 2025 it entered into a copyright transfer agreement with Shohan Event Organizers Co., L.L.C., a non-affiliated accredited investor. The company agreed to acquire five original musical works for total consideration of $1,576,920.

The board approved paying this consideration through the issuance of 927,600 shares of common stock, rather than cash, subject to the limitations of Nasdaq Listing Rule 5635. These shares will be issued as unregistered securities in a private placement relying on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation D, including Rule 506(b).

The agreement includes customary representations, warranties and covenants, and is filed as an exhibit. The company also cautions that statements about possible share issuance and related matters are forward-looking and subject to risks described in its prior and future SEC reports.

Professional Diversity Network, Inc. (IPDN) reports that Streeterville Capital, LLC has waived the company’s obligation to file a Form S-1 registration statement related to their existing equity financing arrangement. The underlying securities purchase agreement, signed on September 5, 2025, allows IPDN to sell common stock to Streeterville in one or more pre-paid advance purchases for an aggregate purchase price of up to $20,000,000 over two years from that date. A later side letter had required IPDN to register at least 8,250,000 shares of common stock for issuance to the investor, but that registration requirement is now fully waived, while all other terms of the agreement and side letter remain in effect.

Professional Diversity Network (IPDN) filed its Q3 2025 10‑Q, reporting higher quarterly revenue but a significantly wider loss and a going concern warning. Revenue for the quarter was $1,731,762 versus $1,694,095 a year ago, while net loss attributable to the company widened to $2,357,801 from $405,045 as operating expenses rose. For the nine months, revenue was $4,877,838 versus $5,111,397, with a loss from continuing operations of $3,607,800.

Cash and cash equivalents were $265,258 at September 30, 2025, with operating cash use of $3,495,663 year‑to‑date and a working capital deficit of $2,127,729. Management states these conditions raise “substantial doubt” about the company’s ability to continue as a going concern. Financing activities provided $6,233,762, including $5,414,246 from stock sales and $400,000 of convertible notes issued in July. Investing used $4,203,996, including payments toward a $10,000,000 High Wave copyright acquisition (with $2,900,000 paid) and a $1,800,000 Streams Ohio copyright deal paid via 556,000 shares. Total assets were $12,146,012 and stockholders’ equity was $8,299,965. There were 4,881,963 shares outstanding as of November 14, 2025.

Professional Diversity Network, Inc. (IPDN)November 14, 2025, is attached as Exhibit 99.1 and incorporated by reference.

The filing lists IPDN’s common stock on The NASDAQ Stock Market LLC under the symbol IPDN. The report was signed by Chief Financial Officer Yiran Gu on November 14, 2025.

Professional Diversity Network (IPDN) appointed His Highness Shaikh Ali Sultan Al Nuaimi as an independent director, effective November 5, 2025. The Board determined he meets Nasdaq’s independence standards. He serves as managing director of the Al Nuaimi Group of Companies and as a director of BOF Acquisition Tech Corporation.

On November 5, 2025, he entered into an Independent Director Service Agreement and the Company’s standard indemnification agreement. Under the non-employee director compensation program, he will receive a $3,000 monthly retainer and reimbursement of reasonable documented expenses. The Board also filled vacancies on the Audit and Compensation Committees with independent directors, effective immediately. A press release announcing his appointment was issued on November 7, 2025.

Professional Diversity Network, Inc. (IPDN) filed a prospectus supplement for a primary and resale offering of up to $3,250,000 of common stock tied to a pre‑paid purchase agreement with Streeterville Capital. Shares issued to reduce the outstanding pre‑paid amount will be priced at 80% of the lowest 10‑day VWAP, subject to a $1.608 floor.

The Investor advanced $3,397,725 on September 5, 2025 and funded an additional $4,602,275 to a deposit account on October 7, 2025, of which $1,000,000 will be released within one business day of this filing. The agreement includes a 9.99% Beneficial Ownership Limitation, a prohibition on short sales or hedging except within one trading day of a purchase notice, and a company option to prepay with a 20% premium. IPDN may use proceeds to repay debt and for general corporate purposes.

IPDN’s common stock trades on Nasdaq as IPDN; the last reported sale price was $3.09 on October 30, 2025. This supplement also covers the resale of shares by the Investor, who is deemed an underwriter.

Professional Diversity Network (IPDN) entered a side letter with Streeterville Capital tied to its existing two-year, up to $20,000,000 pre-paid advance share purchase program. The Investor agreed to release $1,000,000 from a subsidiary deposit account within one business day after a prospectus supplement is filed, subject to conditions.

Those conditions include withdrawing a prior Form S-1, filing a new prospectus supplement to an effective Form S-3 to register up to $3,250,000 shares of common stock issuable under the initial pre-paid purchase in a principal amount of up to $8,655,000, and filing a new Form S-1 to register at least 8,250,000 shares within twenty days of the side letter. The company states it is concurrently filing the prospectus supplement covering the offer and sale to the Investor of up to $3,250,000 shares under the initial pre-paid purchase.

Professional Diversity Network (IPDN) amended its disclosure to detail a new financing. On September 5, 2025, the company entered a securities purchase agreement with Streeterville Capital for pre‑paid advance purchases of common stock up to $20,000,000 over two years. An initial pre‑paid purchase has a principal amount of up to $8,655,000, carrying 8% interest, an original issue discount of up to $640,000 and $15,000 in expenses.

IPDN received $3,397,725 in cash proceeds at closing and $2,275 for 227,500 pre‑delivery shares, with the remaining $4,602,275 to be funded into a controlled deposit account within 30 days, subject to specified conditions. Pricing for future purchases equals 80% of the lowest 10‑day VWAP, with a $1.608 floor, a 9.99% beneficial ownership cap, and a Nasdaq 19.99% issuance cap absent shareholder approval. The company will issue 22,197 commitment shares after shareholder approval. Prepayment requires 120% of the repaid balance; default provisions include step‑ups and interest up to 18% per annum.

Professional Diversity Network (IPDN) announced a new wholly-owned subsidiary in Tokyo, Japan to support its operations and growth initiatives in Asia. Approved by the Board on September 5, 2025 and announced on October 13, 2025, the Japanese subsidiary will serve as the company’s regional headquarters for Web 3.0 and entertainment-related initiatives.

The subsidiary’s focus areas include real-world asset tokenization, decentralized finance, non-fungible tokens, and distributed storage technology. The company furnished a press release as Exhibit 99.1 providing additional details.