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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐	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)

Delaware	80-0900177
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

55 E. Monroe Street, Suite 2120 Chicago, Illinois	60603
(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 class		Name of each exchange on which registered
Common Stock, $0.01 par value per share		The Nasdaq Stock 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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), 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 and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period 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 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 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 4,881,963 shares outstanding of the registrant’s common stock as of November 14, 2025.

Table of Contents

true

Note Regarding Forward-Looking Statements

This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, 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 not historical 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 the industry 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 our business 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 and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

	●	our ability to raise funds in the future to support operations;
	●	our failure to realize synergies and other financial benefits from mergers and acquisitions within expected time frames, including increases in expected costs or difficulties related to integration of merger and acquisition partners;
	●	our ability to identify and successfully negotiate and complete additional combinations with potential merger or acquisition partners or to successfully integrate such businesses;
	●	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 increasing governmental regulation and other legal obligations related to privacy;
	●	our ability to adapt to changing technologies and social trends and preferences;
	●	our ability to attract and retain a sales and marketing team, management and other key personnel and the ability of that team to execute on the Company’s business strategies and plans;
	●	our ability to obtain and maintain intellectual property protection;
	●	any future litigation regarding our business, including intellectual property claims;
	●	our ability to achieve and maintain compliance with continued listing requirements of The Nasdaq Stock Market LLC;
	●	general and economic business conditions; and
	●	legal and regulatory developments.

The foregoing list of important factors may not include all such factors. You should consult other disclosures made by the Company (such as in our other filings with the United States Securities and Exchange Commission (the “SEC”) or in company press releases) for additional factors, risks and uncertainties that may cause actual results to differ materially from those projected by the Company. Please refer to Part I, Item 1A, “Risk Factors” of our Annual Report for the fiscal year ended December 31, 2024 filed with the SEC on March 31, 2025 (the "2024 Annual Report") and Part II, Item 1A, “Risk Factors” of this Quarterly Report for additional information regarding factors that could affect our results of operations, financial condition and cash flow. You should consider these factors, risks and uncertainties when evaluating any forward-looking statements and you should not place undue reliance on any forward-looking statement. Forward-looking statements represent our views as of the date of this Quarterly Report, and we undertake no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date of this Quarterly Report.

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PROFESSIONAL DIVERSITY NETWORK, INC.

FORM 10-Q

FOR THE three and nine months ended September 30, 2025

TABLE OF CONTENTS

	PAGE
PART I

ITEM 1. FINANCIAL STATEMENTS	3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36
ITEM 4 CONTROLS AND PROCEDURES	36

PART II

ITEM 1 LEGAL PROCEEDINGS	37
ITEM 1A RISK FACTORS	37
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	37
ITEM 3 DEFAULTS UPON SENIOR SECURITIES	37
ITEM 4 MINE SAFETY DISCLOSURES	37
ITEM 5 OTHER INFORMATION	37
ITEM 6 EXHIBITS	38

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Item 1. FINANCIAL STATEMENTS

Professional Diversity Network, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS (Unaudited)

	*September 30, 2025*			*December 31, 2024*
	(Unaudited)
Current Assets:
Cash and cash equivalents	$	265,258		$	1,731,155
Accounts receivable, net		1,021,248			1,218,679
Other receivables		200,993			12,577
Prepaid expense and other current assets		121,653			264,117
Total current assets		1,609,152			3,226,528

Property and equipment, net		40,430			48,956
Capitalized technology, net		243,839			327,372
Goodwill		1,417,753			1,417,753
Intangible assets, net		4,809,733			134,733
Right-of-use assets		169,350			226,704
Security deposits		49,755			49,755
Other assets		3,806,000			2,550,000
Total assets	$	12,146,012		$	7,981,801

Current Liabilities:
Accounts payable	$	536,622		$	155,661
Accrued expenses		1,006,118			863,888
Deferred revenue		1,261,928			1,842,036
Other current liabilities		831,762			-
Lease liability, current portion		100,451			94,248
Total current liabilities		3,736,881			2,955,833

Lease liability, non-current portion		109,166			185,064
Total liabilities		3,846,047			3,140,897

Commitments and contingencies		-			-

Stockholders’ Equity
Common stock, $0.01 par value; 45,000,000 shares authorized, 4,105,421 and 1,823,327 shares issued as of September 30, 2025 and December 31, 2024, and 4,105,369 and 1,823,275 shares outstanding as of September 30, 2025 and December 31, 2024.		41,054			18,233
Additional paid in capital		114,916,467			107,755,971
Accumulated deficit		(105,970,511	)		(102,414,683	)
Treasury stock, at cost; 52 and 52 shares at September 30, 2025 and December 31, 2024		(37,117	)		(37,117	)
Total Professional Diversity Network, Inc. stockholders’ equity		8,949,893			5,322,404
Noncontrolling interest		(649,928	)		(481,500	)
Total stockholders’ equity		8,299,965			4,840,904
Total liabilities and stockholders’ equity	$	12,146,012		$	7,981,801

The accompanying notes are an integral part of these consolidated financial statements.

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Professional Diversity Network, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

	*Three Months Ended*						*Nine Months Ended*
	*September 30,*						*September 30,*
	*2025*			*2024*			*2025*			*2024*
Revenues:
Membership fees and related services	$	80,883		$	100,904		$	262,891		$	336,605
Recruitment services		877,036			1,190,736			2,673,577			3,439,785
Contracted software development		768,274			389,873			1,924,729			1,303,715
Consumer advertising and marketing solutions		5,569			12,582			16,641			31,292
Total revenues		1,731,762			1,694,095			4,877,838			5,111,397

Costs and expenses:
Cost of revenues		968,951			696,521			2,616,937			1,975,757
Sales and marketing		433,716			634,590			1,498,556			2,236,487
General and administrative		2,649,537			731,001			4,203,029			2,545,132
Depreciation and amortization		39,412			55,895			121,055			163,209
Total costs and expenses		4,091,616			2,118,007			8,439,577			6,920,585

Loss from continuing operations		(2,359,854	)		(423,912	)		(3,561,739	)		(1,809,188	)

Other income (expense)
Interest and other income		(14,799	)		2,308			(46,061	)		460
Other income (expense), net		(14,799	)		2,308			(46,061	)		460

Loss before income tax expense (benefit)		(2,374,653	)		(421,604	)		(3,607,800	)		(1,808,728	)
Income tax expense (benefit)		-			-			-			6,271
Loss from continuing operations, net of tax		(2,374,653	)		(421,604	)		(3,607,800	)		(1,814,999	)
Net loss attributable to non-controlling interests		16,852			16,559			51,972			64,975
Net loss attributable to Professional Diversity Network, Inc.	$	(2,357,801	)	$	(405,045	)	$	(3,555,828	)	$	(1,750,024	)

Other comprehensive loss, net of tax:
Net loss attributable to Professional Diversity Network, Inc.	$	(2,357,801	)	$	(405,045	)	$	(3,555,828	)	$	(1,750,024	)
Comprehensive loss, net of tax	$	(2,357,801	)	$	(405.045	)	$	(3,555,828	)	$	(1,750,024	)

Basic and diluted loss per share:
Net loss per share	$	(0.83	)	$	(0.33	)	$	(1.58	)	$	(1.52	)

Weighted-average outstanding shares used in computing net loss per common share:
Basic and diluted		2,848,707			1,275,444			2,286,440			1,195,988

The accompanying notes are an integral part of these consolidated financial statements.

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Professional Diversity Network, Inc. and Subsidiaries

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

																*Accumulated*
					*Additional*											*Other*		*Non-controlling*			*Total*
	*Common Stock*				*Paid in*			*Accumulated*			*Treasury Stock*					*Comprehensive*		*Interest in*			*Stockholders’*
	*Shares*		*Amount*		*Capital*			*Deficit*			*Shares*		*Amount*			*Income (Loss)*		*Subsidiary*			*Equity*

Balance at January 1, 2025		1,823,275	$	18,233	$	107,755,971		$	(102,414,683	)		52	$	(37,117	)	$	-	$	(481,500	)	$	4,840,904
Sale of common stock		739,056		7,391		3,792,022			-			-		-			-					3,799,413
Issuance of common stock		1,489,333		14,893		3,699,940																3,714,833
Share-based compensation		53,705		537		39,578			-			-		-			-		-			40,115
Amortization of funding commitment		-		-		(187,500	)		-			-		-			-		-			(187,500	)
Changes in Noncontrolling Interests		-		-		(183,544	)		-			-		-			-		(116,456	)		(300,000	)
Net loss		-		-		-			(3,555,828	)		-		-			-		(51,972	)		(3,607,800	)
Balance at September 30, 2025		4,105,369	$	41,054	$	114,916,467		$	(105,970,511	)		52	$	(37,117	)	$	-	$	(649,928	)	$	8,299,965

																*Accumulated*
					*Additional*											*Other*		*Non-controlling*			*Total*
	*Common Stock*				*Paid in*			*Accumulated*			*Treasury Stock*					*Comprehensive*		*Interest in*			*Stockholders’*
	*Shares*		*Amount*		*Capital*			*Deficit*			*Shares*		*Amount*			*Income (Loss)*		*Subsidiary*			*Equity*

Balance at January 1, 2024		1,145,201	$	11,452	$	102,976,542		$	(99,902,718	)		52	$	(37,117	)	$	-	$	(479,918	)	$	2,568,241
Sale of common stock		162,356		1,624		948,366			-			-		-			-		-			949,990
Share-based compensation		6,439		64		137,974			-			-		-			-		-			138,038
Amortization of funding commitment						(281,250	)												-			(281,250	)
Changes in Noncontrolling Interests																			82,140			82,140
Net loss		-		-		-			(1,750,024	)		-		-			-		(64,975	)		(1,814,999	)
Balance at September 30, 2024		1,313,996	$	13,140	$	103,781,632		$	(101,652,742	)		52	$	(37,117	)	$	-	$	(462,753	)	$	1,642,160

The accompanying notes are an integral part of these consolidated financial statements.

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Professional Diversity Network, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	*Nine Months Ended September 30,*
	*2025*			*2024*
Cash flows from operating activities:
Loss from continuing operations	$	(3,607,800	)	$	(1,814,999	)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities - continuing operations:
Depreciation and amortization		121,055			163,209
Noncash lease expense		68,542			68,541
Stock-based compensation expense		40,115			138,038
Provision for doubtful accounts		94,597			4,431
Unrealized loss on investment		44,000			-
Loss on disposal of property, plant and equipment					1,329
Changes in operating assets and liabilities, net of effects of discontinued operations:
Accounts receivable		102,835			149,569
Prepaid expenses and other current assets		(233,452	)		78,930
Accounts payable		380,960			130,863
Accrued expenses		142,230			(3,142	)
Other current liabilities		12,246
Lease liability		(80,883	)		(79,045	)
Deferred revenue		(580,108	)		(162,198	)
Net cash used in operating activities		(3,495,663	)		(1,324,474	)

Cash flows from investing activities:
Payments for technology developed		-			(201,620	)
Purchases of property and equipment		(3,996	)		-
Payments to acquire investments		(1,300,000	)		-
Purchases of intangible assets		(2,900,000	)		-
Net cash used in investing activities		(4,203,996	)		(201,620	)

Cash flows from financing activities:
Proceeds from the sale of common stock		5,414,246			949,990
Proceeds from (Repayment of) short-term debt		819,516			-
Proceeds from Noncontrolling Interests		-			82,140
Net cash provided by (used in) financing activities		6,233,762			1,032,130

Net decrease in cash and cash equivalents		(1,465,897	)		(493,964	)
Cash, cash equivalents, beginning of period		1,731,155			627,641
Cash and cash equivalents, end of period		265,258			133,677

Supplemental disclosures of other cash flow information:
Cash paid for income taxes	$	-		$	-
Non-cash stock issuance for additional interest in RemoteMore USA, Inc.	$	300,000		$	-
Non-cash stock issuance for acquisition of copyright	$	1,800,000		$	-
Non-cash amortization of commitment funding	$	187,500		$	281,250

The accompanying notes are an integral part of these consolidated financial statements.

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Professional Diversity Network, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Basis of Presentation and Description of Business

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The accompanying consolidated financial statements include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2024 Form 10-K.

Professional Diversity Network, Inc. (the “Company”, “PDN, Inc.”, “we,” “our,” or “us,”) is a dynamic operator of professional networks with a focus on talent acquisition and professional development. Our networks provide access to a robust audience across multiple demographics. We serve a variety of such communities, including Women, Hispanic Americans, African Americans, Asian Americans, persons with disabilities, Military Professionals, and Lesbian, Gay, Bisexual, Transgender and Queer (LGBTQ+). Our goal is (i) to assist our registered users and members in their efforts to connect with like-minded individuals and identify career opportunities within the network and (ii) connect members with prospective employers while helping the employers address their workforce needs. We believe that the combination of our solutions allows us to approach recruiting and professional networking uniquely and thus create enhanced value for our members and clients.

PDN is a holding company and operates three business units: TalentAlly, LLC, NAPW, Inc., and RemoteMore USA, Inc

TalentAlly, LLC ("TalentAlly" or "TalentAlly Network") consists of several online professional job seeker communities dedicated to serving professionals in the United States and employers seeking to hire talent from a wide range of sources with many demographics represented. We use the word “professional” to describe any person interested in TalentAlly's websites or career fairs presumably for the purpose of career advancement or related benefits offered by the Company, whether or not such person is employed and regardless of the level of education or skills possessed by such person. Leveraging the power of our affinity job seeker groups, these professionals harness the relationships with employers and recruiters to help advance their careers. TalentAlly operate these recruitment affinity groups within the following sectors: Women, Hispanic-Americans, African-Americans, Asian-Americans, persons with disabilities, Military Professionals, and LGBTQ+. In addition, the Company also manages the job seeker websites and career fairs for prominent diverse membership-based organizations, including but not limited to NAACP, National Urban League, and Kappa Alpha Psi. Employers and recruiters benefit from the Company’s relationship with these organizations, which allows them to access a large pool of qualified job seekers in a centralized manner. TalentAlly is 100% owned and operated by PDN, Inc.

NAPW Network Inc. ("NAPW" or "NAPW Network") is a networking organization for professional women, whereby its members can develop their professional networks, further their education and skills, and promote their business and career accomplishments. NAPW provides its members with opportunities to network and develop valuable business relationships with other professionals through its website, as well as at virtual and in-person events hosted at its local chapters across the country. NAPW is 100% owned and operated by PDN, Inc.

RemoteMore USA (“RemoteMore USA” or “RemoteMore”) is an innovative, global entity that provides remote-hiring marketplace services for developers and companies. RemoteMore connects companies with reliable, cost-efficient, vetted developers, and empowers software developers to find meaningful jobs regardless of their location. As of September 30, 2025, PDN, Inc. owned 82.63% of RemoteMore USA, Inc. The Company consolidates RemoteMore USA’s operations into its consolidated financial statements.

2. Going Concern and Management’s Plans

At September 30, 2025, the Company’s principal sources of liquidity were its cash and cash equivalents, including cash from operations and net proceeds from the issuances of common stock, if any.

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The Company had an accumulated deficit of $105,970,511 at September 30, 2025. During the nine months ended September 30, 2025, the Company generated a loss from continuing operations, net of tax, of $3,607,800. During the nine months ended September 30, 2025, the Company used cash in continuing operations of $3,495,663. At September 30, 2025, the Company had a cash balance of $265,258. Total revenues were $4,877,838 and $5,111,397 for the nine months ended September 30, 2025 and 2024, respectively. The Company had a working capital deficit from continuing operations of $2,127,729 at September 30, 2025 and a working capital from continuing operations of $270,695 at December 31, 2024. These conditions raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan, raise capital, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Cash on hand and cash flow from operations may not be sufficient to meet our working capital requirements through the fiscal period ending December 31, 2025. In order to accomplish our business plan objectives, the Company will need to increase revenues, raise capital through the issuance of common stock, continue its cost reduction efforts, or enter into a strategic merger or acquisition. There can be no assurances that our business plans and actions will be successful, that we will generate anticipated revenues, or that unforeseen circumstances will not require additional funding sources in the future or require an acceleration of plans to conserve liquidity. Future efforts to improve liquidity through the issuance of our common stock may not be successful, or if available, they may not be available on acceptable terms.

3. Summary of Significant Accounting Policies

Basis of Presentation - The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates – The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future intervening events. Accordingly, the actual results could differ significantly from estimates.

Significant estimates underlying the consolidated financial statements include the fair value of acquired assets and liabilities associated with acquisitions; assessment of goodwill impairment, other intangible assets and long-lived assets for impairment; allowances for credit losses and assumptions related to the valuation allowances on deferred taxes, impact of applying the revised federal tax rates on deferred taxes, the valuation of stock-based compensation and the valuation of stock warrants.

Principles of Consolidation - The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and those subsidiaries where less than 50% is owned but consolidation is required. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash Equivalents - The Company considers cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less

Accounts Receivable and Allowance for Credit Losses - The Company’s accounts receivable consists principally of uncollateralized amounts billed to customers. These receivables are generally due within 30 to 90 days of the period in which the corresponding sales occur and do not bear interest. They are recorded at net realizable value less an allowance for credit losses and are classified as account receivable, net on the consolidated balance sheets.

The Company considers both current conditions and reasonable and supportable forecasts of future conditions when evaluating expected credit losses for uncollectible receivable balances. In our determination of the allowance for credit losses, we pool receivables by days outstanding and apply an expected credit loss percentage to each pool. The expected credit loss percentage is determined using historical loss data adjusted for current conditions and forecasts of future economic conditions. Current conditions considered include predefined aging criteria, as well as specified events that indicate the balance due is not collectible. Reasonable and supportable forecasts used in determining the probability of future collection consider publicly available macroeconomic data and whether future credit losses are expected to differ from historical losses.

The Company is not party to any off-balance sheet arrangements that would require an allowance for credit losses in accordance with this accounting standard.

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Allowance for Credit Losses

The following table summarizes the activity related to the Company’s allowance for credit losses:

	*September 30, 2025*			*December 31, 2024*

Balance, beginning of period	$	61,923		$	66,526
Provision for credit losses		94,597			13,986
Write-offs		(1,535	)		(18,589	)
Balance, end of period	$	154,985		$	61,923

The numbers presented above relate solely to our portfolio of trade accounts receivable as no allowance for credit losses was recognized on other receivables as presented on our consolidated balance sheets.

Other Receivables – Other receivables represent amounts that are owed to the Company that are not considered trade receivables. The Company periodically reviews its other receivables for credit risk to determine whether an allowance is necessary and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2025 and December 31, 2024, the balance in other receivables as reported on the consolidated balance sheets was deemed collectible.

Property and Equipment - Property and equipment is stated at cost, including any cost to place the property into service, less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets which currently range from three to five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the lease. Maintenance, repairs and minor replacements are charged to operations as incurred; major replacements and betterments are capitalized. The cost of any assets sold or retired and related accumulated depreciation are removed from the accounts at the time of disposition, and any resulting profit or loss is reflected in income or expense for the period. Depreciation expense during the nine months ended September 30, 2025 and 2024 was approximately $12,522 and $8,178 and is recorded in depreciation and amortization expense in the accompanying consolidated statements of operations.

Lease Obligations - The Company leases office space under a non-cancelable operating lease that expires in September 2027. The Company's facility lease provides for periodic rent increases and contains escalation clauses and renewal options. The Company's lease terms include options to extend.

The Company recognizes operating lease expense on a straight-line basis over the lease term and variable lease payments are expensed as incurred. Lease costs are primarily recorded within SG&A expenses in the Company's consolidated statements of loss and comprehensive loss.

The Company determines if a contract contains a lease at lease inception. If the borrowing rate implicit in the lease is not determinable, the Company uses its incremental borrowing rate ("IBR") based on information available at lease commencement including prevailing financial market conditions to determine the present value of future lease payments. The Company has elected the option to combine lease and non-lease components as a single component for the Company's entire population of lease assets.

Operating lease assets and lease liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, and lease incentives. The Company has elected not to apply the recognition requirements to short-term leases of 12 months or less and instead recognizes lease payments as expense on a straight-line basis over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leased assets are presented net of accumulated amortization. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities; instead, these are expensed as incurred and recorded as variable lease expense.

Capitalized Technology Costs - In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software, the Company capitalizes certain external and internal computer software costs incurred during the application development stage. The application development stage generally includes software design and configuration, coding, testing and installation activities. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Capitalized software costs are amortized over the estimated useful lives of the software assets on a straight-line basis, generally not exceeding three years.

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Business Combinations - ASC 805, Business Combinations (“ASC 805”), applies the acquisition method of accounting for business combinations to all acquisitions where the acquirer gains a controlling interest, regardless of whether consideration was exchanged. ASC 805 establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Accounting for acquisitions requires the Company to recognize, separately from goodwill, the assets acquired and the liabilities assumed at their acquisition-date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition-date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the interim consolidated statements of operations.

Goodwill and Intangible Assets - The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives should be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value.

Goodwill is tested for impairment at the reporting unit level on an annual basis ( December 31 for the Company) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company considers its market capitalization and the carrying value of its assets and liabilities, including goodwill, when performing its goodwill impairment test.

When conducting its annual goodwill impairment assessment, the Company initially performs a qualitative evaluation of whether it is more likely than not that goodwill is impaired. If it is determined by a qualitative evaluation that it is more likely than not that goodwill is impaired, the Company then compares the fair value of the Company’s reporting unit to its carrying or book value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and the Company is not required to perform further testing. If the carrying value of a reporting unit exceeds its fair value, the Company will measure any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

Contingent Liabilities – Our determination of the treatment of contingent liabilities in the consolidated financial statements is based on our view of the expected outcome of the applicable contingency. In the ordinary course of business, we consult with legal counsel on matters related to litigation and other experts both within and outside our Company. We accrue a liability if the likelihood of an adverse outcome is probable and the amount of loss is reasonably estimable. We disclose the matter, but do not accrue a liability if the likelihood of an adverse outcome is reasonably possible and an estimate of loss is not determinable. Legal and other costs incurred in conjunction with loss contingencies are expensed as incurred.

Treasury Stock – Treasury stock is recorded at cost as a reduction of stockholders’ equity in the accompanying balance sheets.

Revenue Recognition – Revenue is recognized when all of the following conditions exist: (1) persuasive evidence of an arrangement exists, (2) services are performed, (3) the sales price is fixed or determinable, and (4) collectability is reasonably assured. (See Note 5 – Revenue Recognition.)

Deferred revenue includes customer payments which are received prior to performing services and revenues are recognized upon the completion of these services. Annual membership fees collected at the time of enrollment are recognized as revenue ratably over the membership period, which are typically for a 12-month membership period.

Advertising and Marketing Expenses – Advertising and marketing expenses are expensed as incurred or the first time the advertising takes place. The production costs of advertising are expensed the first time the advertising takes place. For the three and nine months ended September 30, 2025, the Company incurred advertising and marketing expenses of approximately $120,875 and $431,277. These amounts are included in sales and marketing expenses in the accompanying statements of operations.

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Concentrations of Credit Risk - Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents and accounts receivable. The Company places its cash with high credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on the account.

Income Taxes - The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement basis and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced.

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with ASC 740-20 and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no deferred tax liabilities, as of September 30, 2025, recorded in the accompanying consolidated balance sheets. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company may be subject to potential income tax examinations by federal or state authorities. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Tax years that remain open for assessment for federal and state tax purposes include the years ended December 31, 2021 through 2024.

The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of September 30, 2025.

Fair Value of Financial Assets and Liabilities - Financial instruments, including cash and cash equivalents, short-term investments and accounts payable, are carried at cost. Management believes that the recorded amounts approximate fair value due to the short-term nature of these instruments.

Net Loss per Share - The Company computes basic net loss per share by dividing net loss available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic net loss per share for the three and nine months ended September 30, 2025 and 2024 excludes the potentially dilutive securities summarized in the table below because their inclusion would be anti-dilutive.

	*As of September 30,*
	*2025*		*2024*

Stock options		1,500		1,500
Unvested restricted stock		63,684		24,653
Total dilutive securities		65,184		26,153

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Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances effective tax rate reconciliation disclosure requirements and provides clarity to the disclosures of income taxes paid, income before taxes and provision for income taxes. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures. The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

4. Business Combinations

RemoteMore

The Company acquired an initial 45.62% interest in RemoteMore, a software developer recruiting company in 2021 for approximately $1.36 million. During 2022 and 2023, the Company acquired an additional 27% interest for approximately $352,000 for a total of 72.62% interest in RemoteMore. On April 30, 2024, the Company and the minority group made an aggregate $300,000 capital injection while maintaining the same percentage of control of interest. On February 25, 2025, the Company acquired an additional 10.01% interest for approximately $300,000 for a total of 82.63% interest in RemoteMore as of September 30, 2025. See stock transaction detail in Note 11.

Expo Experts

In January 2023, the Company purchased the assets and operations of Expo Experts, LLC (“Expo Experts”), an Ohio limited liability company, for a total consideration of $600,000 funded by the payment of $400,000 in cash and the issuance of restricted shares of PDN common stock valued at $200,000. Expo Experts specializes in producing premier face-to-face and virtual recruiting events for Engineering, Technology and Security Clearance positions, as well as being designed to attract diverse candidates who may also have STEM-based backgrounds. The Company has integrated Expo Experts' business into our event sales operation sector.

Expo Experts’ accounts and operations have been reflected in the TalentAlly Network for segment reporting purposes (see Note 14 - Segment Information).

5. Revenue Recognition

The Company recognizes revenue under the core principle of ASC 606 – Revenue from Contracts with Customers (“ASC 606”), to depict the transfer of control to its customers in an amount reflecting the consideration to which it expects to be entitled. In order to achieve that core principle, the Company has applied the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

The Company’s contracts with customers may provide for multiple promised goods and services. The Company typically analyzes the contract and identifies the performance obligations by evaluating whether the promised goods and services are capable of being distinct within the context of the contract at contract inception. Promised goods and services that are not distinct at contract inception are combined. The next step after identifying the performance obligations is determining the transaction price, which includes the impact of variable consideration, based on contractually fixed amounts and an estimation of variable consideration. The Company allocates the transaction price to each performance obligation based on relative stand-alone selling price. Judgment is exercised to determine the stand-alone selling price of each distinct performance obligation. The Company estimates the stand-alone selling price by reference to the total transaction price less the sum of the observable stand-alone selling prices of other goods or services promised in the contract. In general, transaction price is determined by estimating the fixed amount of consideration to which we are entitled for transfer of goods and services and all relevant sources and components of variable consideration. Revenues are generally recognized when control of the promised goods or services is transferred to their customers either at a point in time or over time, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services.

Many of the Company’s contracts have one performance obligation and all consideration is allocated to that performance obligation and recognized at a point in time contemporaneous when the service is performed or with the date of the event.

Payment is typically due in full, at net 30, from the moment control of the goods or services have begun to transfer, unless both parties have negotiated an installment-based payment arrangement through the term of the contract. The Company may have contracts where there is an extended timing difference between payment and the time when control of the goods or services is transferred to the customer.

Nature of Goods and Services

The following is a description of principal activities from which the Company generates its revenue:

Recruitment Services

The Company’s recruitment services revenue is derived from the Company’s agreements through single and multiple job postings, recruitment media, talent recruitment communities, basic and premier corporate memberships, hiring campaign marketing and advertising, e-newsletter marketing and outreach services. Recruitment revenue includes revenue recognized from direct sales to customers for recruitment services and events, as well as revenue from the Company’s direct e-commerce sales. Direct sales to customers are most typically a twelve-month contract for services and as such the revenue for each contract is recognized ratably over its twelve-month term. Event revenue is recognized in the period that the event takes place and e-commerce sales are for sixty to ninety-day job postings and the revenue from those sales are recognized when the service is provided. The Company’s recruitment services mainly consist of the following products:

●	On-line job postings to our diversity sites and to our broader network of websites including the NAACP, National Urban League, Kappa Alpha Psi, Phi Beta Sigma and many other partner organizations;
●	OFCCP job promotion and recordation services;
●	Diversity job fairs, both in person and virtual fairs; and
●	Diversity recruitment job advertising services.

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Membership Fees and Related Services

Membership fees are typically month to month; however, members may prepay for a 12-month period. Memberships are collected up-front and member benefits become available immediately. At the time of enrollment, membership fees are recorded as deferred revenue and are recognized as revenue ratably over the membership period.

Monthly membership revenues are recognized in the same month fees are collected.

Revenue from related membership services is derived from fees for development and set-up of a member’s personal on-line profile and/or press release announcements. Fees related to these services are recognized as revenue at the time the on-line profile is complete and press release is distributed.

Products offered to members relate to custom made plaques. Product sales are recognized as deferred revenue at the time the initial order is placed. Revenue is then recognized at the time these products are shipped. The Company’s shipping and handling costs are included in cost of sales in the accompanying consolidated statements of operations.

Contracted Software Development

Revenues for RemoteMore are generated from providing customized software solutions to customers and are recognized in the period work is performed.

Consumer Advertising and Marketing Solutions

The Company provides career opportunity services to its various partner organizations through advertising and job postings on their websites. The Company works with its partners to develop customized websites and job boards where the partners can generate advertising, job postings and career services to their members, students and alumni. Consumer advertising and marketing solutions revenue is recognized as jobs are posted to their hosted sites.

Revenue Concentration

The Company is in an alliance with another company to build, host, and manage some of the Company’s job boards and website. This alliance member also sells two of the Company’s recruitment services products and bills customers, collects fees, and provides customer services. For the nine months ended September 30, 2025 and 2024, the Company recorded approximately 1% and 5% of its recruitment services revenue from this alliance sales relationship. In 2024, we transitioned the management of these job boards and website operations in-house.

Disaggregation of Revenue

Revenue is disaggregated by product line and timing of transfer of products and services and is in line with our reportable segments as described in Note 14 - Segment Information.

Contract Balances

The Company’s rights to consideration for work completed, but not billed at the reporting date, is classified as a receivable, as it has an unconditional right to payment or only conditional for the passage of time. The Company has no recorded contract assets as of September 30, 2025 or December 31, 2024

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Consideration received in advance from customers is recorded as a contract liability, if a contract exists under ASC 606, until services are delivered or obligations are met and revenue is earned. Contract liability represents the excess of amounts invoiced over amounts recognized as revenues. Contract liabilities to be recognized in the succeeding twelve-month period are classified as current contract liabilities and the remaining amounts, if any, are classified as non-current contract liabilities. Contract liabilities of $1,261,928 and $1,842,036 are included in current deferred revenues, on the consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively.

For the three months ended September 30, 2025 and 2024, we recognized revenue as follows:

	*September 30,*			*September 30,*
	*2025*			*2024*

Balance, beginning of period	$	1,571,480		$	2,055,783
Recognized revenue associated with contract liabilities		(959,177	)		(1,288,991	)
Amounts collected or invoiced		649,625			1,070,851
Balance, end of period	$	1,261,928		$	1,837,643

Revenue recognized associated with contract liabilities that were included at the beginning of this quarter was $713,875. Deferred revenue includes customer payments which are received prior to performing services and revenues are recognized upon the completion of these services. Annual membership fees collected at the time of enrollment are recognized as revenue ratably over the membership period, which are typically for a 12-month membership period.

Transaction Price Allocated to the Remaining Performance Obligations

The Company applies the optional exemptions and does not disclose: a) information about remaining performance obligations that have an original expected duration of one year or less, or b) transaction price allocated to unsatisfied performance obligations for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with the series guidance.

The typical duration of all event related and other contracts is one year or less and, as a result, the Company applies the optional exemptions and does not disclose information about remaining performance obligations that have an original expected duration of one year or less.

6. Capitalized Technology

Capitalized Technology, net is as follows:

	*September 30, 2025*			*December 31, 2024*
Capitalized cost:
Balance, beginning of period	$	327,372		$	186,103
Additional capitalized cost		-			242,019
Provision for amortization		(83,533	)		(100,750	)
Balance, end of period	$	243,839		$	327,372

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Amortization expense related to capitalized technology was approximately $26,908 and $25,133 for the three months ended September 30, 2025 and 2024, and was approximately $83,533 and $72,250 for the nine months ended September 30, 2025 and 2024, respectively, and is recorded in depreciation and amortization expense in the accompanying statements of operations.

7. Intangible Assets

Intangible assets, net was as follows:

			Gross					Net
	Useful Lives		Carrying		Accumulated			Carrying
September 30, 2025	(Years)		Amount		Amortization			Amount
Long-lived intangible assets:
Sales Process		10	$	2,130,956	$	(2,130,956	)	$	-
Paid Member Relationships		5		803,472		(803,472	)		-
Member Lists		5		8,186,181		(8,177,848	)		8,333
Developed Technology		3		648,000		(648,000	)		-
Trade Name/Trademarks		4		442,500		(442,500	)		-
Contracts acquired in RemoteMore acquisition		3 - 12 (months)		1,377,083		(1,377,083	)		-
				13,588,192		(13,579,859	)		8,333
Indefinite-lived intangible assets:
Trade name									101,400
Copyrights									4,700,000
Intangible assets, net								$	4,809,733

			Gross					Net
	Useful Lives		Carrying		Accumulated			Carrying
December 31, 2024	(Years)		Amount		Amortization			Amount
Long-lived intangible assets:
Sales Process		10	$	2,130,956	$	(2,130,956	)	$	-
Paid Member Relationships		5		803,472		(803,472	)		-
Member Lists		5		8,186,181		(8,152,848	)		33,333
Developed Technology		3		648,000		(648,000	)		-
Trade Name/Trademarks		4		442,500		(442,500	)		-
Contracts acquired in RemoteMore acquisition		3 - 12 (months)		1,377,083		(1,377,083	)		-
				13,588,192		(13,554,859	)		33,333
Indefinite-lived intangible assets:
Trade name									101,400
Intangible assets, net								$	134,733

As of September 30, 2025, estimated amortization expense in future fiscal years is summarized as follows:

Year ended December 31,
Remaining of 2025	$	8,333
Net Carrying Amount	$	8,333

On September 3, 2025, the Company entered into a copyright transfer agreement (the “High Wave Copyright Transfer Agreement”) with High Wave Corp (“High Wave”), under which High Wave agreed to assign to the Company the copyrights and related rights of forty (40) original musical works, including all copyrights and related rights such as reproduction, performance, broadcasting, and adaptation. The total purchase consideration is $10,000,000, payable in four installments between October 15 and November 30, 2025, with ownership of each batch of works transferring upon payment. High Wave warranted full ownership and non-infringement of the works, waived all moral rights, and agreed not to resell or license them. As of September 30, 2025, the Company had paid $2,900,000 under the High Wave Agreement.

On September 12, 2025, the Company entered into a copyright transfer agreement (the “Copyright Agreement”) with Streams Ohio, a non-affiliated accredited investor. Pursuant to the Copyright Agreement, the Company agreed to acquire eight (8) original musical works from the Streams Ohio for $1,800,000. Under the terms of the Copyright Agreement, consideration could be paid in cash, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), or a combination thereof. The board of directors of the Company (the “Board”) approved payment of the consideration through the issuance of 556,000 shares of Common Stock (the “Copyright Shares”), subject to the limitations of Listing Rule 5635 of The Nasdaq Stock Market LLC (“Nasdaq”). The Copyright Shares were issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. The Copyright Agreement contains customary representations, warranties and covenants.

For the three months ended September 30, 2025 and 2024, amortization expense related to intangible assets was approximately $8,333 and $27,593, and is recorded in depreciation and amortization expense in the accompanying consolidated statements of operations

For the nine months ended September 30, 2025 and 2024, amortization expense related to intangible assets was approximately $25,000 and $82,781, and is recorded in depreciation and amortization expense in the accompanying consolidated statements of operations.

8. Notes Payable and Convertible Notes

On July 7, 2025 and July 9, 2025, Company entered into two separate convertible note purchase agreements (each, a “Convertible Note Purchase Agreement” and together, the “Convertible Note Purchase Agreements”) with two non-affiliated accredited investors (the “Convertible Note Purchasers”). Pursuant to the Convertible Note Purchase Agreements, the Company issued and sold to the Convertible Note Purchasers unsecured convertible promissory notes on July 7, 2025 and July 9, 2025, in the principal amounts of $250,000 (the “First Note”) and $150,000 (the “Second Note”, and together with the First Note, the “Notes”), respectively, for aggregate gross proceeds of $400,000. The First Note is convertible, at the option of the Convertible Note Purchasers, into restricted shares of the Company’s Common Stock, at a conversion price equal to the greater of (i) a floor price of $0.47 (subject to adjustment for stock splits and similar events), and (ii) 80% of the lowest of (A) the 15-day average closing price, (B) the 10-day volume-weighted average price (“VWAP”), or (C) the lowest 3-day VWAP during the 45 trading days immediately prior to the date of the applicable conversion notice. The Second Note is convertible, at the option of the Convertible Note Purchasers, into restricted shares of the Company’s Common Stock, at a conversion price equal to the greater of (i) a floor price of $0.47 (subject to adjustment for stock splits and similar events), and (ii) 80% of the lowest of the 15-day average closing price preceding the date of the applicable conversion notice. The Notes bear interest at a rate of 12% per annum and mature 360 days after the applicable purchase price payment date. The Notes contain customary events of default, including non-payment and insolvency-related events. Upon an event of default, the interest rate increases to 18% per annum, and the Convertible Note Purchasers may accelerate the Notes and pursue additional remedies. These transactions were previously reported on Current Reports on Form 8-K filed on July 1, 2025 and July 11, 2025, respectively.

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9. Long-term Investments

On September 27, 2022, the Company entered into a Stock Purchase Agreement (the “Koala SPA[JL- Loeb1] ”) with Koala Malta Limited, a private limited liability company registered under the laws of Malta ( “Koala”). Upon the execution of the Koala SPA, the Company purchased 65,700 issued ordinary shares of Koala Crypto Limited (now renamed as QBSG Limited (“QBSG”) from Koala, representing 9% of the total issued share capital of QBSG, and in exchange, the Company issued 86,339 shares of its common stock to Koalain a private placement (the “Consideration Shares”) valued at $1,350,000. As allowed under ASC 321-10-35, the Company has elected to measure the equity investment in QBSG at cost as QBSG is a private company and does not have a readily determinable fair value. The Company evaluates the investment for any impairment annually. The shares of QBSG are recorded in the consolidated balance sheet as ‘other assets’.

Upon execution of the Koala SPA, the Company, Koala and QBSG also entered into a Shareholders’ Agreement. The Shareholders’ Agreement imposes certain transfer restrictions on Koalaand the Company as shareholders of QBSG, provides for certain governance and approval rights among the parties, and gives the Company a put option with respect to its investment in QBSG in the event of a change of control of Koala. At the same time, Alan Tak Wai Yau, an individual and the majority shareholder of Koala Capital Limited, which is the parent company of Koala (“Koala Capital”), provided the Company with a share charge over 15 percent of the issued share capital of Koala Capital (the “Share Charge”) and Koala Capital provided the Company with a guaranty and indemnity (the “Guarantee”), which Share Charge and Guarantee were granted as security for a number of Koala’s obligations as set forth therein including obtaining the lifting of the voluntary suspension of QBSG’s virtual financial assets license by the Malta Financial Services Authority (“MFSA”). Koala Capital had submitted and responded to all queries raised by the MFSA, and the authorization/supervision unit has approved its application. To enhance the governance of QBSG's profits and dividends, QBSG has agreed to assign one board seat to the Company's CEO.

On December 5, 2024, the Company entered into a Profit Participation Agreement (the “PPA”) with Kola Malta Limited, a private limited liability company registered under the laws of Malta . Upon the execution of the PPA, the Company purchased a 6% right in QBSG, as the target, previously Koala Crypto Limited, to receive all distributions and dividends which may be declared and/or distributed by QBSG on an annual basis in terms of applicable law, along with all rights, title, and interest from Koala. The consideration of the profit participation (the “Profit Participation”) is $1,200,000, including $700,000 cash and $500,000 value of the Company’s common stocks, or a total of 113,636 shares at a price of $4.40 per share. In addition to the 9% share purchase from Koala in September 2022, the Company now owns the right to receive 15% of all distributions and dividends by QBSG.

As the Profit Participation investment does not include the ownership of equity of QBSG, only the right to future distributions, the Profit Participation investment does not meet the criteria to be recorded under ASC 321-10-35 and is subject to fair value accounting standards. As of December 31, 2024, the Company holds a Level 3 investment recorded at a cost of $1,200,000, representing 6% of all distributions and dividends from QBSG.

The fair value of the investment is estimated using a combination of valuation methodologies, including Discounted Cash Flow (“DCF”) analysis, Relative Valuation, and Transaction Comparables, resulting in an average fair value estimate of $1,156,000. These methods incorporate significant unobservable inputs, such as a weighted average cost of capital of 15%, a long-term revenue growth rate of 10%, a long-term pre-tax operating margin of 15%, a 20% discount for lack of control, and a 40% discount for lack of marketability. The valuation also considers market data from publicly traded companies in the crypto infrastructure and digital asset services sectors, as well as data from recent merger and acquisition transactions within the industry. The inputs and estimates used may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events, including regulation changes in Malta, inability of QBSG to meet revenue and income forecasts or QBSG's inability to pay dividends, all of which could significant decrease the value of the Company's investment. Accordingly, the actual results could differ significantly from those estimates

There was no activity in Level 3 investments other than the acquisition of the Profit Participation investment. Level 3 investments balance was as follows:

September 30, 2025
Balance, beginning of period	$	1,200,000
Transfer in		-
Unrealized loss		(44,000	)
Ending balance		1,156,000
Amount of unrealized loss for the period included in income relating to assets held at the end of the reporting period		(44,000	)

December 31, 2024
Balance, beginning of period	$	-
Transfer in		1,200,000
Unrealized loss		-
Ending balance		1,200,000
Amount of unrealized loss for the period included in income relating to assets held at the end of the reporting period		-

On January 26, 2025, the Company entered into a Stock Purchase Agreement (the “SPA”) with AI Geometric Ltd, a company organized under the laws of the United Kingdom of Great Britain and Northern Ireland (the “Seller”). Pursuant to the SPA, the Seller agreed to issue and sell 1,300 shares of the Seller to the Company, representing 13% of all issued and outstanding shares of the Seller, at a consideration of $1,300,000 (the “Transaction”). The board approved the Transaction on January 17, 2025.The closing of the Transaction took place on January 27, 2025. As allowed under ASC 321-10-35, the Company has elected to measure the equity investment in Al Geometric, Ltd. at cost as it is a private company and does not have a readily determinable fair value. The Company evaluates the investment for any impairment annually. The shares of AI Geometric Ltd. are recorded in the consolidated balance sheet as ‘other assets’.

10. Commitments and Contingencies

Lease Obligations - The Company leases its corporate headquarters. The office lease is for 4,902 square feet of office space and the lease term is for 7 years, commencing on October 1, 2020. The Company made approximately $80,833 and $79,045 of cash lease payments related to the office space for the nine months ended September 30, 2025 and 2024, respectively. The weighted average remaining lease terms as of the nine months ended September 30, 2025 and 2024, are 2.00 years and 3.00 years. The weighted average discount rate for operating leases for the nine months ended September 30, 2025 and 2024, is 6%.

The present value of the remaining lease liabilities as of September 30, 2025 are as follow:

	*Operating*
2025		27,574
2026		110,908
2027		84,560
Total lease payments		223,042
Less: present value discount		13,425
Present value of lease liabilities	$	209,617

As of September 30, 2025 and, December 31, 2024, right of use assets were $169,350 and $226,704, and related lease obligations remaining, related to the Company's office lease, were $209,617 and $279,312, as recorded on the Company’s consolidated balance sheets.

Legal Proceedings

The Company and its wholly owned subsidiary, NAPW, Inc., are parties to a proceeding captioned Deborah Bayne, et al. vs. NAPW, Inc. and Professional Diversity Network, Inc., No. 18-cv-3591 (E.D.N.Y.), filed on June 20, 2018, and alleging violations of the Fair Labor Standards Act and certain provisions of the New York Labor Law. The class is defined as “all individuals employed in New York from June 20, 2012 through October 15, 2021 by NAPW and PDN to sell memberships to the women’s networking organization known as the National Association of Professional Women and the International Association of Women,” excluding corporate officers, shareholders, directors and administrative employees. As it stands, the class currently consists of 164 putative class members and 60 opt-in plaintiffs.

The complaint alleges that NAPW (and PDN in its capacity as an alleged joint employer) violated similar provisions of the FLSA and the NYLL by (i) failing to pay overtime wages as required by both the FLSA and the NYLL, (ii) failing to provide accurate wage statements under the NYLL, and (iii) willfully violating both of those statutes. The Court, in an order issued on March 25, 2024, granted summary judgment against NAPW on the claims related to willful failure to pay overtime wages. The Court dismissed, without prejudice, claims based on failure to provide accurate wage statements under the NYLL based on lack of subject matter jurisdiction. The Court found that questions of fact remain as to whether PDN was a joint employer with NAPW. Damages remain unsettled particularly in light of the Court’s dismissal of the Plaintiff’s claims related to failure to provide accurate wage statements. During the first quarter of 2020, the Company recorded a $450,000 litigation settlement reserve in the event of an unfavorable outcome in this proceeding. While the Plaintiff seeks damages substantially in excess of this reserve (including unpaid overtime, liquidated damages and penalties), NAPW and PDN continue to adamantly dispute the amount of damages claimed.

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General Legal Matters

From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations.

11. CFL, High Wave Corp, Streams Ohio Corp., and B&W Capital Group LLC Transaction

In August, 2016, the Company entered into a stock purchase agreement (the “CFL Purchase Agreement”), with CFL, a Republic of Seychelles company wholly-owned by a group of Chinese investors. Pursuant to the CFL Purchase Agreement, the Company agreed to issue and sell to CFL, and CFL agreed to purchase a number of shares of the Company’s common stock such that CFL would hold approximately 51% of the outstanding shares of common stock, determined on a fully-diluted basis.

At the closing of the CFL transaction, the Company entered into a Stockholders’ Agreement, dated November 7, 2016 (the “Stockholders’ Agreement”) with CFL and each of its shareholders: Maoji (Michael) Wang, Jingbo Song, Yong Xiong Zheng and Nan Kou (the “CFL Shareholders”). The Stockholders’ Agreement sets forth the agreement of the Company, CFL and the CFL Shareholders relating to board representation rights, transfer restrictions, standstill provisions, voting, registration rights and other matters following the transaction.

As of September 30, 2025, CFL beneficially holds shares of the Company’s outstanding common stock equal to approximately 6.6%. The decrease in CFL’s percentage of the Company’s total outstanding common stock is a result of dilution from other equity offerings.

On September 12, 2025, the Company entered into a copyright transfer agreement (the “Streams Ohio Copyright Agreement”) with Streams Ohio Corp. (“Streams Ohio”), a non-affiliated accredited investor. Pursuant to the Copyright Agreement, the Company agreed to acquire eight (8) original musical works from the Streams Ohio for $1,800,000. Under the terms of the Streams Ohio Copyright Agreement, consideration could be paid in cash, shares of the Company’s Common Stock, or a combination thereof. The Board approved payment of the consideration through the issuance of 556,000 shares of Common Stock (the “Copyright Shares”), subject to the limitations of the Nasdaq Listing Rule 5635. The Copyright Shares were issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act, and/or Regulation D promulgated thereunder. The Streams Ohio Copyright Agreement contains customary representations, warranties and covenants. Following the closing of the transaction, Streams Ohio Corp. owns a total of 556,000 shares of common stock, representing approximately 13.54% of the Company’s total outstanding shares as of September 30, 2025.

On September 12, 2025, the Company entered into a consulting agreement (the “B&W Capital Consulting Agreement”) with B&W Capital Group LLC (“B&W Capital”), a non-affiliated accredited investor. Under the B&W Capital Consulting Agreement, the Company engaged the Consultant to provide strategic, business development, investor relations and capital markets advisory services for a period of 12 months, unless terminated earlier pursuant to the terms therein. As consideration for such services, the Board approved the issuance of 550,000 shares of Common Stock (the “Consulting Shares”), also subject to the limitations of Nasdaq Listing Rule 5635. The Consulting Shares were issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. The B&W Capital Consulting Agreement contains customary representations, warranties and covenants. Following the closing of the transaction, B&W Capital. owns a total of 550,000 shares of common stock, representing approximately 13.4% of the Company’s total outstanding shares as of September 30, 2025.

12. Stockholders’ Equity

Preferred Stock – The Company has no preferred stock issued. The Company’s amended and restated certificate of incorporation and amended and restated bylaws include provisions that allow the Company’s Board to issue, without further action by the stockholders, up to 1,000,000 shares of undesignated preferred stock.

Common Stock – The Company has one class of common stock outstanding with a total number of shares authorized of 45,000,000. As of September 30, 2025, the Company had 4,105,369 shares of common stock outstanding.

In the first quarter of 2024, the Company issued 4,022 shares of its common stock to Tumim Stone Capital in connection with its committed equity line program, at a price of approximately $23.60 per share, resulting in aggregate gross proceeds of $95,104. In the second quarter of 2024, the Company issued 18,467 shares of its common stock to Tumim Stone Capital in connection with its committed equity line program, at a price range of approximately $12.70 to $15.60 per share, resulting in aggregate gross proceeds of $239,885. In the third quarter of 2024, there was no common stock issuance to Tumim Stone Capital. In the fourth quarter of 2024, the Company issued 5,643 shares of its common stock to Tumim Stone Capital in connection with its committed equity line program, at a price range of approximately $8.30 per share, resulting in aggregate gross proceeds of $46,728. On February 25, 2025, the Company and Tumim Stone Capital both agreed to terminate the Purchase Agreement in accordance with Section 7.1 thereof, effective on the fifth business day thereafter. Consequently, no further Purchase Shares will be sold under the Purchase Agreement.

In February, 2025, the Company received a Written Notice from a single institutional investor (the “Institutional Investor”) to exercise 110,000 Pre-Funded Warrants originally purchased in November 2024 at a price of $7.90 per warrant. In connection with the exercise, the Institutional Investor paid an additional $0.10 per share—bringing the total purchase price to $8.00 per share—for the issuance of 110,000 shares of common stock, resulting in additional gross proceeds of $11,000 to the Company.

In February, 2025, the Company entered into a stock purchase agreement (the “SPA”) with Boris Krastev Ventures UG (the “Seller”), pursuant to which the Company shall acquire 1,000,000 shares of common stock (the “Acquisition”) of RemoteMore USA, Inc.‎, a Delaware corporation (“RemoteMore” or the “Target Company”) for a purchase price of $300,000, which was paid to the Seller at the closing of the Acquisition through the issuance of 50,000 newly issued restricted shares of the Company’s common stock, at a price of $6.00 per share (the “Shares”). The closing of the Acquisition is subject to satisfaction of certain closing conditions set forth in the SPA.‎ Prior to the Acquisition, the Company held 8,262,500 shares of the Target Company, representing a majority interest in the Target Company. Upon the closing of the Acquisition, the Company’s ownership increased to approximately 82.625% of the Target Company’s outstanding shares.

In February, 2025, the Aurous Vertex Limited delivered a Written Notice to the Company exercising its option to purchase an additional 100,000 shares of Common Stock at a purchase price per share of $3.385, the closing price of the Company’s Common Stock on February 25, 2025. On March 24, 2025, upon the satisfaction or waiver of the closing conditions, the Company issued an additional 100,000 shares of Common Stock to Aurous Vertex Limited.

In March, 2025, the Company filed a certificate of amendment to our Amended and Restated Certificate of Incorporation in order to implement a 10-for-1 reverse stock split, through which each ten shares of common stock issued and outstanding were combined and changed into one share of common stock. All share amounts and share prices in this annual report on Form 10-K have been adjusted to give effect to the reverse stock split.

On July 1, 2025, the Company completed a warrant exchange transaction pursuant to a Warrant Exchange Agreement (the “Exchange Agreement”) with certain holder (the “Holder”) of 250,000 Series A warrants (the “Series A Warrants”) entered on June 30, 2025, each to purchase one share of the Common Stock of the Company, and 250,000 Series B warrants (the “Series B Warrants”, and collectively with the Series A Warrants, the “Warrants”), each to purchase one share of Common Stock of the Company at an exercise price of $6.80 per share. The Warrants were issued on November 20, 2024 to the Holder in connection with a registered direct offering and concurrent private placement of warrants which closed on November 20, 2024. Pursuant to the Exchange Agreement, the Holder agreed to surrender 500,000 Warrants for cancellation and the Company agreed, in exchange, to issue an aggregate of 333,333 shares of Common Stock to the Holder.

On September 5, 2025, Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company, pursuant to which the Company agreed to issue and sell to Streeterville shares of its Common Stock, in one or more pre-paid advance purchases (each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”) for an aggregate purchase price of up to $20,000,000. The Company also agreed to issue to Streeterville 22,197 shares of Common Stock (the “Commitment Shares”) as consideration for Streeterville’s commitment, after Shareholder Approval (as defined below) is obtained, and 227,500 shares of Common Stock for $2,275 as pre-delivery shares (the “Pre-Delivery Shares”), which Pre-Delivery Shares were issued at the closing of the transactions contemplated by the Securities Purchase Agreement. The transactions closed on September 5, 2025 (the “Closing Date”). The proceeds from the Pre-Paid Purchases are expected to be used for working capital and other corporate purposes, including repayment of debt, strategic and other general corporate purposes. The Securities Purchase Agreement provides for an initial Pre-Paid Purchase in the principal amount of up to $8,655,000 (the “Initial Pre-Paid Purchase”), an original issue discount of up to $640,000 and transaction expenses of $15,000, the terms of which are set forth on secured prepaid purchase #1 (“Pre-Paid Purchase #1”). The Company received $3,397,725 in cash proceeds under the Initial Pre-Paid Purchase and $2,275 for the Pre-Delivery Shares on the Closing Date. The Initial Pre-Paid Purchase accrues interest at the rate of 8% per annum. Within thirty (30) days after closing, Streeterville would fund the remaining $4,602,275.00 under the Initial Pre-Paid Purchase into a deposit account (the “Deposit Account”) of the Company’s wholly-owned subsidiary, IPDN Holdings, LLC, a Utah limited liability company (“IPDN Holdings”), secured by a deposit account control agreement (the “DACA”), a guaranty (the “Guaranty”) by IPDN Holdings, and a pledge agreement (the “Pledge Agreement”) by the Company pledging 100% of the equity interests in IPDN Holdings, subject to certain conditions: (i) the DACA, the Guaranty and the Pledge Agreement are each executed and delivered to Streeterville, (ii) the Deposit Account has been opened, (iii) no Event of Default (as defined in the Initial Pre-Paid Purchase) under the Initial Pre-Paid Purchase has occurred, and (iv) trading in the Common Stock is not suspended, halted, chilled, frozen, reached zero bid or otherwise ceased trading on the Nasdaq Capital Market.

On September 12, 2025, the Company entered into the Copyright Agreement with Streams Ohio, a non-affiliated accredited investor. Pursuant to the Streams Ohio Copyright Agreement, the Company agreed to acquire eight (8) original musical works from the Streams Ohio for $1,800,000. Under the terms of the Streams Ohio Copyright Agreement, consideration could be paid in cash, shares of the Company’s Common Stock, or a combination thereof. The Board approved payment of the consideration through the issuance of 556,000 shares of Common Stock (the “Copyright Shares”), subject to the limitations of the Nasdaq Listing Rule 5635. The Copyright Shares were issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act, and/or Regulation D promulgated thereunder. The Streams Ohio Copyright Agreement contains customary representations, warranties and covenants.

On September 12, 2025, the Company entered into the B&W Capital Consulting Agreement with B&W Capital, a non-affiliated accredited investor. Under the B&W Capital Consulting Agreement, the Company engaged the Consultant to provide strategic, business development, investor relations and capital markets advisory services for a period of 12 months, unless terminated earlier pursuant to the terms therein. As consideration for such services, the Board approved the issuance of 550,000 shares of Common Stock (the “Consulting Shares”), also subject to the limitations of the Nasdaq Listing Rule 5635. The Consulting Shares were issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. The B&W Capital Consulting Agreement contains customary representations, warranties and covenants.

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13. Stock-Based Compensation

Equity Incentive Plans – The Company’s 2013 Equity Compensation Plan (the “2013 Plan”) was adopted for the purpose of providing equity incentives to employees, officers, directors and consultants including options, restricted stock, restricted stock units, stock appreciation rights, other equity awards, annual incentive awards and dividend equivalents. Through a series of amendments to the 2013 Plan, the total number of authorized shares available for issuance of common stock under the Plan was 75,000 shares.

On April 11, 2023, the Board adopted a new equity incentive plan, the Professional Diversity Network, Inc. 2023 Equity Compensation Plan (the “2023 Equity Compensation Plan”). The 2023 Equity Compensation Plan was approved by the Company’s stockholders on June 15, 2023. The 2023 Equity Compensation Plan supersedes and replaces the 2013 Plan, and no new awards were granted under the 2013 Plan. Any awards outstanding under the 2013 Plan remain subject to and will be paid under the 2013 Plan. The 2023 Equity Compensation Plan reserves 75,000 shares of common stock for issuance of awards to directors, officers, employees and qualifying consultants of the Company and its affiliates.

Stock Options

The fair value of options is estimated on the date of grant using the Black-Scholes option pricing model. The valuation determined by the Black-Scholes pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The risk-free rate is based on the U.S. Treasury rate for the expected life at the time of grant, volatility is based on the average long-term implied volatilities of peer companies, the expected life is based on the estimated average of the life of options using the simplified method, and forfeitures are estimated on the date of grant based on certain historical data. The Company utilizes the simplified method to determine the expected life of its options due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts.

Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

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The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2025 and 2024:

					*Weighted*
					*Average*
			*Weighted*		*Remaining*
			*Average*		*Contractual*		*Aggregate*
	*Number of*		*Exercise*		*Life*		*Intrinsic*
	*Options*		*Price*		*(in Years)*		*Value*
Outstanding - January 1, 2025		1,500	$	44.60		4.2	$	-
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Outstanding - September 30, 2025		1,500	$	44.60		3.4	$	-

Exercisable at September 30, 2025		1,500	$	44.60		3.4	$	-

						*Weighted*
						*Average*
				*Weighted*		*Remaining*
				*Average*		*Contractual*		*Aggregate*
	*Number of*			*Exercise*		*Life*		*Intrinsic*
	*Options*			*Price*		*(in Years)*		*Value*
Outstanding - January 1, 2024		3,306		$	90.40		5.7	$	-
Granted		-			-		-		-
Exercised		-			-		-		-
Forfeited		(1,806	)		-		-		-
Outstanding - September 30, 2024		1,500		$	44.60		4.4	$	-

Exercisable at September 30, 2024		1,500		$	44.60		4.4	$	-

The Company recorded non-cash stock-based compensation expense of approximately $0 and $0 as a component of general and administrative expenses in the accompanying consolidated statements of operations for the nine months ended September 30, 2025 and 2024, respectively, pertaining to vesting of stock option awards.

There is no unrecognized stock-based compensation expense related to unvested stock options at September 30, 2025.

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Restricted Stock

For the nine months ended September 30, 2025 and 2024, the following is a summary of restricted stock activity:

	*Number of*
	*Shares*
Outstanding - January 1, 2025		24,653
Granted		63,684
Forfeited		-
Vested		(24,653	)
Outstanding - September 30, 2025		63,684

	*Number of*
	*Shares*
Outstanding - January 1, 2024		11,733
Granted		28,890
Forfeited		(4,847	)
Vested		(11,123	)
Outstanding - September 30, 2024		24,653

The Company recorded non-cash stock-based compensation expense of $40,115 and $138,038 as a component of general and administrative expenses in the accompanying consolidated statements of operations for the nine months ended September 30, 2025 and 2024, respectively, pertaining to granting of restricted stock awards.

Total unrecognized stock-based compensation expense related to 63,684 unvested restricted stock units at September 30, 2025 was approximately $87,671 and is expected to be fully recognized by the second quarter of 2026.

14. Income Taxes

The Company’s quarterly income tax provision is based upon an estimated annual income tax rate. The Company’s quarterly provision for income taxes also includes the tax impact of discrete items, if any, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur.

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During the three months ended September 30, 2025 and 2024, the Company recorded no income tax expense and no income tax expense, respectively.

During the nine months ended September 30, 2025 and 2024, the Company recorded no income tax expense and an income tax expense of $6,271, respectively.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a valuation allowance as of September 30, 2025. The valuation allowance at September 30, 2025 was $12,182,459. The net change in the valuation allowance during the nine months ended September 30, 2025 was an increase of $854,730.

15. Segment Information

The Company operates in the following segments: (i) TalentAlly Network, which maintains and operates job board software and hosts career fairs, (ii) NAPW Network, a professional networking organization that addresses personal and professional development opportunities for women, (iii) RemoteMore (beginning in fiscal 2021) which provides companies with talented engineers to provide solutions to their software needs and (iv) Corporate Overhead.

The Company's CEO and CFO comprise the executive committee. The responsibility of the executive committee is to collectively assess performance and make resource allocation decisions related to the entity’s operating segments. The CEO operates more as a strategic decision maker for the organization as a whole. The executive committee is the CODM because the committee is the highest level of management that performs these functions.

The following tables present key financial information related of the Company’s reportable segments related to financial position as of September 30, 2025 and December 31, 2024 and results of operations for the three and nine months ended September 30, 2025 and 2024:

	*Three Months Ended September 30, 2025*
	*TalentAlly*			*NAPW*						*Corporate*
	*Network*			*Network*			*RemoteMore*			*Overhead*			*Consolidated*
Membership fees and related services	$	-		$	80,883		$	-		$	-		$	80,883
Recruitment services		877,036			-			-			-			877,036
Contracted software development		-			-			768,274			-			768,274
Consumer advertising and marketing solutions		5,569			-			-			-			5,569
Total revenues		882,605			80,883			768,274			-			1,731,762
Income (loss) from continuing operations		(5,008	)		(44,967	)		(93,076	)		(2,216,803	)		(2,359,854	)
Depreciation and amortization		37,929			101			1,382			-			39,412
Income tax expense		-			-			-			-			-
Net loss from continuing operations		(15,893	)		(44,967	)		(96,990	)		(2,216,803	)		(2,374,653	)

	*As of September 30, 2025*
Goodwill	$	465,752	$	-	$	952,001		$	-	$	1,417,753
Intangibles assets, net		4,809,733		-		-			-		4,809,733
Assets from continuing operations, net of intercompany eliminations		12,941,261		34,505		(829,754	)		-		12,146,012

	*Nine Months Ended September 30, 2025*
	*TalentAlly*			*NAPW*						*Corporate*
	*Network*			*Network*			*RemoteMore*			*Overhead*			*Consolidated*
Membership fees and related services	$	-		$	262,891		$	-		$	-		$	262,891
Recruitment services		2,673,577			-			-			-			2,673,577
Contracted software development		-			-			1,924,729			-			1,924,729
Consumer advertising and marketing solutions		16,641			-			-			-			16,641
Total revenues		2,690,218			262,891			1,924,729			-			4,877,838
Income (loss) from continuing operations		(95,925	)		(103,438	)		(277,506	)		(3,084,870	)		(3,561,739	)
Depreciation and amortization		116,841			335			3,879			-			121,055
Income tax expense (benefit)														-
Net income (loss) from continuing operations		(145,562	)		(103,437	)		(273,931	)		(3,084,870	)		(3,607,800	)

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	*Three Months Ended September 30, 2024*
	*TalentAlly*		*NAPW*						*Corporate*
	*Network*		*Network*			*RemoteMore*			*Overhead*			*Consolidated*
Membership fees and related services	$	-	$	100,904		$	-		$	-		$	100,904
Recruitment services		1,190,736		-			-			-			1,190,736
Contracted software development		-		-			389,873			-			389,873
Consumer advertising and marketing solutions		12,582		-			-			-			12,582
Total revenues		1,203,318		100,904			389,873			-			1,694,095
Income (loss) from continuing operations		93,279		(38,996	)		(73,139	)		(405,056	)		(423,912	)
Depreciation and amortization		36,380		19,168			347			-			55,895
Income tax expense (benefit)		-		-			-			-			-
Net income (loss) from continuing operations		93,349		(38,996	)		(70,901	)		(405,056	)		(421,604	)

	*As of December 31, 2024*
Goodwill	$	465,752	$	-	$	952,001		$	-	$	1,417,753
Intangibles assets, net		134,733		-		-			-		134,733
Assets from continuing operations, net of intercompany eliminations		8,793,043		30,342		(841,584	)		-		7,981,801

	*Nine Months Ended September 30, 2024*
	*TalentAlly*			*NAPW*						*Corporate*
	*Network*			*Network*			*RemoteMore*			*Overhead*			*Consolidated*
Membership fees and related services	$	-		$	336,605		$	-		$	-		$	336,605
Recruitment services		3,439,785			-			-			-			3,439,785
Contracted software development		-			-			1,303,715			-			1,303,715
Consumer advertising and marketing solutions		31,292			-			-			-			31,292
Total revenues		3,471,077			336,605			1,303,715			-			5,111,397
Income (loss) from continuing operations		(142,458	)		(121,743	)		(246,938	)		(1,298,049	)		(1,809,188	)
Depreciation and amortization		105,591			56,578			1,040			-			163,209
Income tax expense (benefit)		5,421			-			850			-			6,271
Net income (loss) from continuing operations		(146,415	)		(122,805	)		(247,730	)		(1,298,049	)		(1,814,999	)

16. Subsequent Events

On October 13, 2025, the Company announced the establishment of its wholly-owned subsidiary in Tokyo, Japan (the “Japanese Subsidiary”). The Japanese Subsidiary serves as the Company’s regional headquarters for Web 3.0 and entertainment-related initiatives in Asia, focusing on real-world asset tokenization, decentralized finance, non-fungible tokens, and distributed storage technology.

On October 7, 2025, Streeterville Capital, LLC, a Utah limited liability company ( “Streeterville”) funded an additional amount of $4,602,275 to the deposit account (the “Deposit Account”) as set out in that certain deposit account control agreement (the “Deposit Account Control Agreement”) entered into by IPDN Holdings, a Utah corporation and our wholly-owned subsidiary, and Streeterville on October 3, 2025. On October 30, 2025, the Company and Streeterville entered into a side letter agreement (the “Side Letter”), with respect to the Securities Purchase Agreement, pursuant to which, Streeterville agreed to release $1,000,000 within one (1) business day from the filing of the Prospectus Supplement (as defined below), from the Deposit Account, subject to certain conditions, including (i) the Company’s withdrawal of its previously filed registration statement on Form S-1 for the registration of certain securities issuable in connection with the Securities Purchase Agreement, (ii) the filing of a new prospectus supplement (the “Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (File No. 333-282831) to register up to $3,250,000 shares of Common Stock issuable under the Initial Pre-Paid Purchase in the principal amount of up to $8,655,000 under the Securities Purchase Agreement, and (iii) the filing of a new registration statement on Form S-1 for the registration of at least 8,250,000 shares of Common Stock issuable to Streeterville in connection with the Securities Purchase Agreement within twenty (20) days of the date of the Side Letter.

The Company will complete the acquisition from High Wave Corp of full worldwide ownership of forty (40) original musical compositions, including all copyrights and related rights, by November 30, 2025. In consideration, the company shall pay a total of USD 10,000,000 pursuant to the agreed delivery schedule, upon which ownership of each corresponding batch of works shall automatically transfer to the company.

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Objective and Forward-Looking Statements

The objective of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide a narrative from the perspective of management that allows investors to view the company through our eyes. This discussion should be read in conjunction with the accompanying condensed consolidated financial statements and the notes thereto. Our aim is to provide a qualitative and quantitative analysis of our financial condition, results of operations, and cash flows, with a particular focus on material events, trends, and uncertainties known to management that are reasonably likely to have a material impact on our future performance.

This MD&A contains forward-looking statements within the meaning of the federal securities laws. These statements are based on our current beliefs and expectations and are not guarantees of future performance. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These factors include, but are not limited to, the risks and uncertainties discussed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, and in Part II, Item 1A of this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this report.

Overview

We are an operator of professional networks with a focus on diversity, employment, education and training. We use the term “diversity” (or “diverse”) to describe communities, or “affinities,” that are distinct based on a wide array of criteria, including ethnic, national, cultural, racial, religious or gender classification. We serve a variety of such communities, including Women, Hispanic-Americans, African-Americans, Asian-Americans, persons with disabilities, Military Professionals, and Lesbian, Gay, Bisexual and Transgender (LGBTQ+) persons, and students and graduates seeking to transition from education to career. The Company’s technology platform is integral to the operation of its business.

We currently operate in three business segments. TalentAlly Network, our primary business segment, includes online professional job seeking communities with career resources tailored to the needs of various diverse cultural groups and employers looking to hire members of such groups. Our second business segment consists of the NAPW Network, a women-only professional networking organization. Our third business segment consists of RemoteMore, which connects companies with reliable, cost-efficient software developers.

While maintaining our legacy operations, we are aggressively expanding into new, unrelated business areas, including the acquisition and monetization of entertainment assets (specifically, musical copyrights) and the exploration of Web 3.0 technologies, such as the tokenization of Real World Assets (“RWA”). This strategic redirection is a material event driven by management’s assessment that our traditional recruitment business faces significant headwinds and that diversification is essential for long-term value creation. However, this strategy carries substantial execution risk, involves entering markets where we have limited operational history, and has fundamentally altered our capital requirements and liquidity profile. The success of this pivot is a primary known uncertainty that is reasonably likely to cause our future operating results and financial condition to differ materially from reported historical information.

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Sources of Revenue

We generate revenue from ((i) recruitment services, (ii) contracted software development, (iii) paid membership subscriptions and related services, and (iv) consumer advertising and consumer marketing solutions. The following table sets forth our revenues from each product as a percentage of total revenue for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results.

	Nine Months Ended September 30,
	2025			2024
Revenues:
Membership fees and related services		5.4	%		6.6	%
Recruitment services		54.8	%		67.3	%
Contracted software development		39.5	%		25.5	%
Consumer advertising and marketing solutions		0.3	%		0.6	%

This shift in revenue mix, with a significant decline in the contribution from our traditional Recruitment Services and a corresponding increase from Contracted Software Development, is a direct reflection of the market trends and strategic shifts discussed in this MD&A.

Recruitment Services. We provide recruitment services through TalentAlly Network to medium and large employers seeking to diversify their employment ranks. Our recruitment services revenue is derived from the Company’s agreements through single and multiple job postings, recruitment media, career fair events, talent recruitment communities, basic and premier corporate memberships, hiring campaign marketing and advertising, e-newsletter marketing and research and outreach services. Recruitment revenue includes revenue recognized from direct sales to customers for recruitment services and events, as well as revenue from the Company’s direct e-commerce sales. The majority of recruitment services revenue comes from job recruitment advertising as well as face-to-face and virtual recruiting events for Engineering, Technology and Security Clearance positions, designed to attract diverse candidates who may also have STEM-based backgrounds through our wholly-owned company Expo Experts Events, LLC. We also offer to businesses subject to the regulations and requirements of the Equal Employment Opportunity Office of Federal Contract Compliance Program (“OFCCP”) our OFCCP compliance product, which combines diversity recruitment advertising with job postings and compliance services.

Membership Fees and Related Services. We offer paid membership subscriptions through our NAPW Network, a women-only professional networking organization, operated by our wholly-owned subsidiary. Members gain access to networking opportunities through a members-only website at www.iawomen.com and “virtual” events which occur in a webcast setting, as well as through in-person networking local chapters. NAPW members also receive ancillary (non-networking) benefits such as educational discounts, shopping, and other membership perks. The basic package is the Initiator level, which provides online benefits only. Upgrades to an Innovator membership include the Initiator benefits, as well as a mentorship match service and upgraded content. The most comprehensive level, the Influencer, provides all the aforementioned benefits plus expanded opportunities for marketing and promotion, including the creation and distribution of a press release, which is sent over major newswires. Additionally, all memberships offer educational programs with discounts or at no cost, based on the membership level. NAPW Membership is renewable and fees are payable on an annual or monthly basis, with the first fee payable at the commencement of the membership.

Contracted Software Development. RemoteMore generates revenue by providing contracted programmers to assist customers with their software solutions through customized software development.

Consumer Advertising and Consumer Marketing Solutions. We work with partner organizations to provide them with integrated job boards on their websites which offer their members or customers the ability to post recruitment advertising and job openings. We generate revenue from fees charged for those postings.

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Cost of Revenue

Cost of revenue primarily consists of costs of producing job fair and other events, revenue sharing with partner organizations, and costs of web hosting and operating our websites for the TalentAlly Network. Costs of hosting member conferences and local chapter meetings are also included in the cost of revenue for NAPW Network. Costs of paying outside developers are included in the cost of revenue for RemoteMore.

	Nine Months Ended September 30,
	2025			2024
Cost of revenues:
TalentAlly Network		29.5	%		41.2	%
NAPW Network		0.8	%		0.8	%
RemoteMore		69.7	%		58.0	%

The significant increase in the proportion of our cost of revenue attributable to RemoteMore reflects the change in our revenue mix. The contracted software development business has a fundamentally higher cost of revenue as a percentage of its revenue compared to our legacy recruitment services business.

Results of Operations

Revenues

Total Revenues

The following tables set forth our revenue for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results.

	Three Months Ended September 30,				Change			Change
	2025		2024		(Dollars)			(Percent)
	(in thousands)
Revenues:
Membership fees and related services	$	81	$	101	$	(20	)		(19.8	)%
Recruitment services		877		1,191		(314	)		(26.4	)%
Contracted software development		768		390		378			96.9	%
Consumer advertising and marketing solutions		6		12		(6	)		(50.0	)%
Total revenues	$	1,732	$	1,694	$	38			2.2	%

Total revenues for the three months ended September 30, 2025, increased approximately $38,000, or 2.2%, to approximately $1,732,000 from approximately $1,694,000 during the same period in the prior year. The increase was predominantly attributable to a approximate $378,000 increase in contracted software development revenue. This increase was partially offset by an approximate $314,000 decrease in recruitment services which was primarily driven by a slowdown in corporate spending on diversity, equity, and inclusion (“DEI”) initiatives. We believe this trend is influenced by a shifting political and legal landscape, including the Supreme Court's 2023 decision on affirmative action and various executive orders and state-level legislation targeting DEI programs, which has caused some companies in both the public and private sectors to pause or re-evaluate their diversity-focused recruitment budgets. Revenue from membership and related services also declined by approximately $20,000.

	Nine Months Ended September 30,				Change			Change
	2025		2024		(Dollars)			(Percent)
	(in thousands)
Revenues:
Membership fees and related services	$	263	$	337	$	(74	)		(22.0	)%
Recruitment services		2,673		3,440		(767	)		(22.3	)%
Contracted software development		1,925		1,304		621			47.6	%
Consumer advertising and marketing solutions		17		30		(13	)		(43.3	)%
Total revenues	$	4,878	$	5,111	$	(233	)		(4.6	)%

Total revenues for the nine months ended September 30, 2025, decreased approximately $233,000, or 4.6%, to approximately $4,878,000 from approximately $5,111,000 during the same period in the prior year. The decrease was predominantly attributable to an approximate $767,000 decrease in recruitment services which was primarily driven by a slowdown in corporate spending on DEI initiatives. We believe this trend is influenced by a shifting political and legal landscape, including the Supreme Court's 2023 decision on affirmative action and various executive orders and state-level legislation targeting DEI programs, which has caused some companies in both the public and private sectors to pause or re-evaluate their diversity-focused recruitment budgets. Revenue from membership and related services also declined by approximately $74,000. These decreases were partially offset by a $621,000 increase in contracted software development revenue.

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Revenues by Segment

The following table sets forth each operating segment’s revenues for the periods presented. The period-to-period comparison is not necessarily indicative of future results.

	Three Months Ended September 30,				Change			Change
	2025		2024		(Dollars)			(Percent)
	(in thousands)
TalentAlly Network	$	883	$	1,203		(320	)		(26.6	)%
NAPW Network		81		101		(20	)		(19.8	)%
RemoteMore		768		390		378			96.9	%
Total revenues	$	1,732	$	1,694	$	38			2.2	%

The changes in segment revenues directly correspond to the performance of their primary revenue streams as discussed above. The decrease in the TalentAlly Network segment is due to the decline in recruitment services revenue. The decrease in the NAPW Network segment reflects lower membership fees. The significant growth in the RemoteMore segment is driven by the strong performance of its contracted software development services.

During the three months ended September 30, 2025, our TalentAlly Network generated approximately $883,000 in revenues compared to approximately $1,203,000 in revenues during the three months ended September 30, 2024, a decrease of approximately $320,000, or 26.6%. This decrease is consistent with the broader trend of reduced corporate spending on DEI-focused recruitment services discussed previously.

During the three months ended September 30, 2025, NAPW Network revenues generated approximately $81,000, compared to revenues of approximately $101,000 during the same period in the prior year, a decrease of approximately $20,000, or 19.8%. Management attributes this decline to lower renewal rates and reduced acquisition of new members in a competitive market for professional networking organizations.

During the three months ended September 30, 2025, RemoteMore revenue was approximately $768,000, compared to revenues of approximately $390,000 during the same period in the prior year, an increase of approximately $378,000, or 96.9%. This significant growth is primarily due to increased demand for qualified, remote software developers as companies continue to embrace flexible staffing models to manage costs and access a global talent pool. We have also focused our sales and marketing efforts on this segment, resulting in the acquisition of several new key client contracts during the period.

	Nine Months Ended September 30,				Change			Change
	2025		2024		(Dollars)			(Percent)
	(in thousands)
TalentAlly Network	$	2,690	$	3,470		(780	)		(22.5	)%
NAPW Network		263		337		(74	)		(22.0	)%
RemoteMore		1,925		1,304		621			47.6	%
Total revenues	$	4,878	$	5,111	$	(233	)		(4.6	)%

During the nine months ended September 30, 2025, our TalentAlly Network generated approximately $2,690,000 in revenues compared to approximately $3,470,000 in revenues during the nine months ended September 30, 2024, a decrease of approximately $780,000, or 22.5%.

During the nine months ended September 30, 2025, NAPW Network revenues generated approximately $263,000, compared to revenues of approximately $337,000 during the same period in the prior year, a decrease of approximately $74,000 , or 22.0%.

During the nine months ended September 30, 2025, RemoteMore revenue was approximately $1,925,000, compared to revenues of approximately $1,304,000 during the same period in the prior year, an increase of approximately $621,000, or 47.6%.

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Costs and Expenses

The following tables set forth our costs and expenses for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results.

	Three Months Ended September 30,				Change			Change
	2025		2024		(Dollars)			(Percent)
	(in thousands)
Cost and expenses:
Cost of revenues	$	969	$	697	$	272			39.0	%
Sales and marketing		434		634		(200	)		(31.5	)%
General and administrative		2,650		731		1,919			262.5	%
Depreciation and amortization		39		56		(17	)		(30.4	)%
Total pre-tax cost and expenses:	$	4,092	$	2,118	$	1,974			93.2	%

	Nine Months Ended September 30,				Change			Change
	2025		2024		(Dollars)			(Percent)
	(in thousands)
Cost and expenses:
Cost of revenues	$	2,617	$	1,976	$	641			32.4	%
Sales and marketing		1,499		2,236		(737	)		(33.0	)%
General and administrative		4,203		2,545		1,658			65.1	%
Depreciation and amortization		121		163		(42	)		(25.8	)%
Total cost and expenses:	$	8,440	$	6,920	$	1,520			22.0	%

Cost of revenues: Cost of revenues during the three months ended September 30, 2025 was approximately $969,000, an increase of approximately $272,000, or 39.0%, from approximately $697,000 during the same period of the prior year. The increase was predominantly due to an approximate $322,000 increase in RemoteMore's contract costs, which are the fees paid to external developers and are directly correlated with the segment's significant revenue growth. Partially offsetting the increases is a decrease of approximately $36,000 in payroll related costs, and approximately $14,000 in event related costs.

Cost of revenues: Cost of revenues during the nine months ended September 30, 2025 was approximately $2,617,000, an increase of approximately $641,000, or 32.4%, from approximately $1,976,000 during the same period of the prior year. The increase was predominantly due to an approximate $550,000 increase in RemoteMore's contract costs, which are the fees paid to external developers and are directly correlated with the segment's significant revenue growth. and approximately $91,000 increase in labor capitalization expenses.

Sales and marketing expense: Sales and marketing expense during the three months ended September 30, 2025 was approximately $434,000, a decrease of approximately $200,000, or 31.5%, from $634,000 during the same period in the prior year. The decrease was predominantly attributed to approximately $150,000 of reduced payroll and commission related costs and $29,000 reduction in marketing and $21,000 related to consulting and software costs.

Sales and marketing expense: Sales and marketing expense during the nine months ended September 30, 2025 was approximately $1,499,000 a decrease of approximately $737,000, or 33.0%, from $2,236,000 during the same period in the prior year. The decrease was predominantly attributed to approximately $512,000 of reduced payroll and commission related costs and $151,000 reduction in marketing and $74,000 related to consulting and software costs.

General and administrative expense: General and administrative expenses increased by approximately $1,919,000, or 262.5%, to approximately $2,650,000 during the three months ended September 30, 2025, as compared to approximately $731,000 during the same period in the prior year. The significant increase in the third quarter is primarily due to the infrequent expense, a $1,650,000 consulting fee related to services for our new strategic initiative in Real World Asset (RWA) tokenization. This is not an ordinary course operating expense and materially impacted our reported loss from operations for the period. Other contributing factors to the year-to-date increase include higher filing fees and bad debt expenses.

General and administrative expense: General and administrative expenses increased by approximately $1,658,000, or 65.1%, to approximately $4,203,000 during the nine months ended September 30, 2025, as compared to approximately $2,545,000 during the same period in the prior year. The increase in expenses was predominantly due to approximately $1,650,000 consulting fee related to the RWA service and $8,000 in other general and administrative expenses.

Depreciation and amortization expense: Depreciation and amortization expense during the three months ended September 30, 2025 was approximately $39,000, a decrease of approximately $17,000 or 30.4%, compared to approximately $56,000 during the same period in the prior year. The decrease was primarily attributable to the amortization of trade name and other intangible assets.

Depreciation and amortization expense: Depreciation and amortization expense during the nine months ended September 30, 2025 was approximately $121,000, a decrease of approximately $42,000 or 25.8%, compared to approximately $163,000 during the same period in the prior year. The decrease was primarily attributable to the amortization of trade name and other intangible assets.

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Costs and Expenses by Segment

The following table sets forth each operating segment’s costs and expenses for the periods presented. The period-to-period comparison is not necessarily indicative of future results.

	Three Months Ended September 30,				Change			Change
	2025		2024		(Dollars)			(Percent)
	(in thousands)

TalentAlly Network	$	888	$	1,110	$	(222	)		(20.0	)%
NAPW Network		126		140		(14	)		(10.0	)%
RemoteMore		861		463		398			86.0	%
Corporate Overhead		2,217		405		1,812			447.4	%
Total costs and expenses:	$	4,092	$	2,118	$	1,974			93.2	%

	Nine Months Ended September 30,				Change			Change
	2025		2024		(Dollars)			(Percent)
	(in thousands)
TalentAlly Network	$	2,786	$	3,613	$	(827	)		(22.9	)%
NAPW Network		367		458	$	(91	)		(19.9	)%
RemoteMore		2,202		1,551	$	651			42.0	%
Corporate Overhead		3,085		1,298	$	1,787			137.7	%
Total costs and expenses:	$	8,440	$	6,920	$	1,520			22.0	%

For the three months ended September 30, 2025, costs and expenses related to our TalentAlly Network segment decreased by approximately $222,000, or 20.0%, as compared to the same period in the prior year. The decrease is primarily a result of reductions of approximately $189,000 in payroll related costs, approximately $26,000 in sales and marketing costs, approximately $47,000 in revenue sharing costs, and approximately $25,000 in third party software related to sales. Partially offsetting the decreases is an increase of approximately $57,000 in bad debt expenses, and approximately $8,000 in general and administrative costs.

For the nine months ended September 30, 2025, costs and expenses related to our TalentAlly Network segment decreased by approximately $827,000, or 22.9%, as compared to the same period in the prior year. The decrease is primarily a result of reductions of approximately $630,000 in payroll related costs, approximately $135,000 in sales and marketing costs, approximately $64,000 in revenue sharing costs, and approximately $50,000 in third party software related to sales. Partially offsetting the decreases is an increase of approximately $48,000 in bad debt expenses, and approximately $4,000 in general and administrative costs.

For the three months ended September 30, 2025, costs and expenses related to the NAPW Network decreased by approximately $14,000, or 10.0%, as compared to the same period in the prior year. The decrease is predominantly due to a reduction in approximately $19,000 in depreciation. Partially offsetting the decreases is an increase of approximately $5,000 in general and administrative costs.

For the nine months ended September 30, 2025, costs and expenses related to the NAPW Network decreased by approximately $91,000, or 19.9%, as compared to the same period in the prior year. The decrease is predominantly due to a reduction in approximately $57,000 in depreciation and amortization costs, and approximately $34,000 in general and administrative costs.

For the three months ended September 30, 2025, cost and expenses related to RemoteMore increased by approximately $398,000, or 86.0%, as compared to the same period in the prior year, predominantly due to an increase approximately $322,000 in costs of sales, $50,000 in bad debt expense and approximately $26,000 in general and administrative costs.

For the nine months ended September 30, 2025, cost and expenses related to RemoteMore increased by approximately $651,000, or 42.0%, as compared to the same period in the prior year, predominantly due to an increase approximately $550,000 in costs of sales, $42,000 in bad debt expense and approximately $59,000 in general and administrative costs.

For the three months ended September 30, 2025, costs and expenses related to Corporate Overhead increased by approximately $1,812,000, or 447.4%, as compared to the same period in the prior year. The increase is predominantly due to approximately $1,650,000 consulting fee related to the RWA service, approximately $110,000 in filing fees, approximately $32,000 in legal costs, and approximately $20,000 in other general and administrative expenses.

For the nine months ended September 30, 2025, costs and expenses related to Corporate Overhead increased by approximately $1,787,000, or 137.7%, as compared to the same period in the prior year. The increase is predominantly due to approximately $1,650,000 consulting fee related to the RWA service, approximately $134,000 in filing fees, and approximately $3,000 in other general and administrative expenses.

Income Tax Expense (Benefit)

	Three Months Ended September 30,				Change		Change
	2025		2024		(Dollars)		(Percent)
	(in thousands)
Income tax expense (benefit)	$	-	$	-	$	-		0.0	%

	Nine Months Ended September 30,				Change			Change
	2025		2024		(Dollars)			(Percent)
	(in thousands)
Income tax expense (benefit)	$	-	$	6	$	(6	)		(100.0	)%

During the three months ended September 30, 2025 and 2024, we recorded an income tax expense of approximately $0 and an income tax expense of approximately $0, respectively.

During the nine months ended September 30, 2025 and 2024, we recorded an income tax expense of approximately $0 and an income tax expense of approximately $6,000, respectively.

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Net loss from Continuing Operations, Net of Tax

The following table sets forth each operating segment’s net loss for the periods presented. The period-to-period comparison is not necessarily indicative of future results.

	Three Months Ended September 30,						Change			Change
	2025			2024			(Dollars)			(Percent)
	(in thousands)
TalentAlly Network	$	(16	)	$	93		$	(109	)		(117.2	)%
NAPW Network		(45	)		(39	)		(6	)		(15.4	)%
RemoteMore		(97	)		(71	)		(26	)		(36.6	)%
Corporate Overhead		(2,217	)		(405	)		(1,812	)		(447.4	)%
Consolidated net loss from continuing operations, net of tax	$	(2,375	)	$	(422	)	$	(1,953	)		(462.8	)%

	Nine Months Ended September 30,						Change			Change
	2025			2024			(Dollars)			(Percent)
	(in thousands)
TalentAlly Network	$	(146	)	$	(146	)	$	-			0.0	%
NAPW Network		(103	)		(123	)		20			16.3	%
RemoteMore		(274	)		(248	)		(26	)		(10.5	)%
Corporate Overhead		(3,085	)		(1,298	)		(1,787	)		(137.7	)%
Consolidated net loss from continuing operations, net of tax	$	(3,608	)	$	(1,815	)	$	(1,793	)		(98.8	)%

Consolidated Net Loss from Continuing Operations, Net of Tax. As the result of the factors discussed above, during the three months ended September 30, 2025, we incurred a net loss from continuing operations of approximately $2,375,000, a increase in the net loss of approximately $1,953,000, compared to a net loss of approximately $422,000 during the three months ended September 30, 2024. As the result of the factors discussed above, during the nine months ended September 30, 2025, we incurred a net loss from continuing operations of approximately $3,608,000, a increase in the net loss of approximately $1,793,000, compared to a net loss of approximately $1,815,000 during the nine months ended September 30, 2024.

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Liquidity and Capital Resources

Our analysis of liquidity and capital resources is critical for understanding the material risks and uncertainties affecting our financial condition. As disclosed in Note 2 to the consolidated financial statements, our recurring losses from operations, negative cash flow from operating activities, and working capital deficiency raise substantial doubt about our ability to continue as a going concern.

The following table summarizes our liquidity and capital resources as of September 30, 2025 and December 31, 2024:

	September 30, 2025			December 31, 2024
	(in thousands)
Cash and cash equivalents	$	265		$	1,731
Working deficiency from continuing operations	$	(2,128	)	$	271

Our principal sources of liquidity are our cash and cash equivalents, including cash from operations and net proceeds from the issuances of common stock, if any. As of September 30, 2025, we had cash and cash equivalents of approximately $265,000 compared to cash and cash equivalents of approximately $1,731,000 at December 31, 2024. Our working capital has shifted from $271,000 at December 31, 2024 to a working capital deficit of approximately $2,128,000 at September 30, 2025. We had an accumulated deficit of approximately $105,970,000 at September 30, 2025.

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The significant decrease in our cash and cash equivalents and working capital during the first nine months of 2025 was primarily due to cash used in operating activities of $3,496,000 and a strategic investment of approximately $1.3 million in AI Geometric Ltd. These factors, combined with our history of recurring losses from operations, raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to further implement our business plan, raise capital, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

To address our liquidity needs, subsequent to the end of the quarter, in July 2025, we raised gross proceeds of $400,000 through the issuance of unsecured convertible promissory notes. Concurrently, we completed a warrant exchange which is intended to simplify our capital structure. Management has implemented cost-reduction measures, including personnel reductions and vendor renegotiations, and is actively exploring additional financing opportunities. While there can be no assurance that our plans will be successful or that additional financing will be available on acceptable terms, if at all, management believes that our existing cash, combined with the proceeds from the recent financing and our ongoing cost-containment efforts, will be sufficient to fund our operations for at least the next 12 months from the filing date of this report.

We are closely monitoring operating costs and capital requirements. Our Management continues to contain and reduce costs, through personnel reductions, replacing and negotiating with certain vendors, and implementing technology to reduce manual time spent on routine operations. If we are still not successful in sufficiently reducing our costs further, we may then need to dispose of our other assets or discontinue business lines.

Our cash and cash equivalents at September 30, 2025 and cash flow from operations may not be sufficient to meet our working capital requirements for the fiscal year ending December 31, 2025, without the need to increase revenues, or raise capital by the issuance of common stock, including through our line of equity or private placements. There can be no assurances that our business plans and actions will be successful, that we will generate anticipated revenues, or that unforeseen circumstances will not require additional funding sources in the future or require an acceleration of plans to conserve liquidity. Future efforts to raise additional funds may not be successful or they may not be available on acceptable terms, if at all. This requirement is significantly amplified by our commitment to complete the acquisition of musical compositions from High Wave Corp for a total consideration of $10,000,000, with payments due by November 30, 2025, as described in Note 16. Our ability to fulfill this and other obligations is entirely dependent on our success in raising substantial additional capital through the financing activities described herein or other alternatives. There is no assurance that such financing will be available on acceptable terms, or at all.

Our TalentAlly Network sells recruitment services to employers, generally on a 30-to-90-day period or a one-year contract basis. This revenue is also deferred and recognized over the period of the contract. Our payment terms for TalentAlly Network customers range from 30 to 90 days. We consider the difference between the payment terms and payment receipts a result of transit time for invoice and payment processing and to date have not experienced any liquidity issues as a result of the payments extending past the specified terms. Our NAPW Network collects membership fees generally at the commencement of the membership term or at renewal periods thereafter. The memberships we sell are for one year and we defer recognition of the revenue from membership sales and renewals and recognize it ratably over the twelve-month period. We also offer monthly membership for NAPW for which we collect a fee on a monthly basis. RemoteMore generates revenue by providing contracted programmers to assist customers with their software solutions through customized software development. Customers are charged for the period the work is performed and payment terms are typically net 10 days.

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	Nine Months Ended September 30,
	2025			2024
	(in thousands)
Cash provided by (used in) continued operations
Operating activities	$	(3,496	)	$	(1,324	)
Investing activities		(4,204	)		(202	)
Financing activities		6,234			1,032
Net increase (decrease) in cash and cash equivalents	$	(1,466	)	$	(494	)

Cash and Cash Equivalents

The Company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less and may consist of cash on deposit with banks and investments in money market funds, corporate and municipal debt and U.S. government and U.S. government agency securities. As of September 30, 2025 and December 31, 2024, cash and cash equivalents consisted of cash on deposit with banks and investments in money market funds.

Net Cash Used in Operating Activities

Net cash used in operating activities from continuing operations during the nine months ended September 30, 2025, was approximately $3,496,000. We had a net loss from continuing operations of approximately $3,608,000 during the nine months ended September 30, 2025, which included stock-based compensation expense of approximately $40,000, depreciation and amortization expense of approximately $121,000, provision for doubtful accounts of approximately $95,000, unrealized loss on investment of approximately $44,000, and noncash lease expense of $69,000. Changes in operating assets and liabilities used approximately $256,000 of cash during the nine months ended September 30, 2025.

Net cash used in operating activities from continuing operations during the nine months ended September 30, 2024, was approximately $1,324,000. We had a net loss from continuing operations of approximately $1,815,000 during the nine months ended September 30, 2024, which included stock-based compensation expense of approximately $138,000, depreciation and amortization expense of approximately $163,000, provision for doubtful accounts of approximately $4,000, and noncash lease expense of $69,000. Changes in operating assets and liabilities provided approximately $115,000 of cash during the nine months ended September 30, 2024.

Net Cash Used in Investing Activities

Net cash used in investing activities during the nine months ended September 30, 2025, was approximately $4,204,000 which is primary related to the investment in 13% of AI Geometric Ltd's outstanding shares and the purchase of intangible assets.

Net cash used in investing activities from continuing operations during the nine months ended September 30, 2024, was approximately $202,000, which consisted of investments in developed technology and computer equipment purchases.

Net Cash Provided by Financing Activities

Net cash provided in financing activities during the nine months ended September 30, 2025, was approximately $6,234,000 representing the proceeds from the sale of common stock and proceeds from short-term debt.

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Net cash provided in financing activities during the nine months ended September 30, 2024 was approximately $1,032,000 representing the proceeds from the sale of common stock and proceeds from minority partners.

Our material cash requirements for the next 12 months consist of funding our operating losses, servicing any debt, and, most critically, fulfilling the remaining payment obligations under the High Wave Corp agreement. The certainty of our cash flows from outside sources is low, as future financing is not guaranteed and may not be available on terms acceptable to us, if at all. Failure to secure sufficient additional capital in a timely manner will have a material adverse effect on our business and would likely force us to default on our obligations and scale back or cease operations.

Non-GAAP Financial Measure

Adjusted EBITDA

We believe Adjusted EBITDA provides a meaningful representation of our operating performance that provides useful information to investors regarding our financial condition and results of operations. Adjusted EBITDA is commonly used by financial analysts and others to measure operating performance. Furthermore, management believes that this non-GAAP financial measure may provide investors with additional meaningful comparisons between current results and results of prior periods as they are expected to be reflective of our core ongoing business. However, while we consider Adjusted EBITDA to be an important measure of operating performance, Adjusted EBITDA and other non-GAAP financial measures have limitations, and investors should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Further, Adjusted EBITDA, as we define it, may not be comparable to EBITDA, or similarly titled measures, as defined by other companies.

The following non-GAAP financial information in the tables that follow are reconciled to comparable information presented using GAAP, derived by adjusting amounts determined in accordance with GAAP for certain items presented in the accompanying selected operating statement data.

The following table provides a reconciliation of net loss from continuing operations to Adjusted EBITDA, the most directly comparable GAAP measure reported in our consolidated financial statements, for the three and nine months ended September 30, 2025 and 2024:

	Three Months Ended September 30,
	2025			2024
	(in thousands)
Loss from Continuing Operations, net of tax	$	(2,375	)	$	(422	)
Stock-based compensation		18			28
Loss attributable to noncontrolling interest		17			17
Depreciation and amortization		39			56
Other (expense) income, net		15			(2	)
Income tax expense (benefit)		-			-
Adjusted EBITDA	$	(2,286	)	$	(323	)

	Nine Months Ended September 30,
	2025			2024
	(in thousands)
Loss from Continuing Operations	$	(3,608	)	$	(1,815	)
Stock-based compensation		40			138
Loss attributable to noncontrolling interest		52			65
Depreciation and amortization		121			163
Other (expense) income, net		46			-
Income tax expense (benefit)		-			6
Adjusted EBITDA	$	(3,349	)	$	(1,443	)

Off-Balance Sheet Arrangements

Since inception, we have not engaged in any off-balance sheet activities within the meaning of Item 303 of Regulation S-K

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Critical Accounting Policies and Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these consolidated financial statements requires us to exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of our assets and liabilities, our recognition of revenues and expenses, and disclosure of commitments and contingencies at the date of the consolidated financial statements.

We base our estimates on our historical experience, knowledge of our business and industry, current and expected economic conditions, the attributes of our products, the regulatory environment, and in certain cases, the results of outside appraisals. We periodically re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates.

While our significant accounting policies are more fully described in Note 3 to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we use in the preparation of our consolidated financial statements.

Accounts Receivable and Allowance for Credit Losses

Our accounts receivable consists principally of uncollateralized amounts billed to customers. These receivables are generally due within 30 to 90 days of the period in which the corresponding sales occur and do not bear interest. They are recorded at net realizable value less an allowance for credit losses and are classified as account receivable, net on the consolidated balance sheets.

We adopted ASU 2016-13, Financial Instruments - Credit Losses, in the first quarter of fiscal 2023. This accounting standard requires companies to measure expected credit losses on financial instruments based on the total estimated amount to be collected over the lifetime of the instrument. Prior to the adoption of this accounting standard, we recorded incurred loss reserves against receivable balances based on current and historical information.

We consider both current conditions and reasonable and supportable forecasts of future conditions when evaluating expected credit losses for uncollectible receivable balances. In our determination of the allowance for credit losses, we pool receivables by days outstanding and apply an expected credit loss percentage to each pool. The expected credit loss percentage is determined using historical loss data adjusted for current conditions and forecasts of future economic conditions. Current conditions considered include predefined aging criteria, as well as specified events that indicate the balance due is not collectible. Reasonable and supportable forecasts used in determining the probability of future collection consider publicly available macroeconomic data and whether future credit losses are expected to differ from historical losses.

We are not party to any off-balance sheet arrangements that would require an allowance for credit losses in accordance with this accounting standard.

Goodwill and Intangible Assets

The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives should be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value.

Goodwill is tested for impairment at the reporting unit level on an annual basis (December 31 for the Company) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company considers its market capitalization and the carrying value of its assets and liabilities, including goodwill, when performing its goodwill impairment test.

When conducting its annual goodwill impairment assessment, the Company initially performs a qualitative evaluation of whether it is more likely than not that goodwill is impaired. If it is determined by a qualitative evaluation that it is more likely than not that goodwill is impaired, the Company then compares the fair value of the Company’s reporting unit to its carrying or book value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and the Company is not required to perform further testing. If the carrying value of a reporting unit exceeds its fair value, the Company will measure any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

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Capitalized Technology Costs

We account for capitalized technology costs in accordance with ASC 350-40, Internal-Use Software (“ASC 350-40”). In accordance with ASC 350-40, we capitalize certain external and internal computer software costs incurred during the application development stage. The application development stage generally includes software design and configuration, coding, testing and installation activities. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Capitalized software costs are amortized over the estimated useful lives of the software assets on a straight-line basis, generally not exceeding three years.

Business Combinations

ASC 805, Business Combinations (“ASC 805”), applies the acquisition method of accounting for business combinations to all acquisitions where the acquirer gains a controlling interest, regardless of whether consideration was exchanged. ASC 805 establishes principles and requirements for how the acquirer a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Accounting for acquisitions requires the Company to recognize, separately from goodwill, the assets acquired and the liabilities assumed at their acquisition-date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition-date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of comprehensive loss.

Revenue Recognition

Our principal sources of revenue are recruitment revenue, consumer marketing and consumer advertising revenue, event revenues from career fairs, membership subscription fees, and contracted software development. Recruitment revenue includes revenue recognized from direct sales to customers for recruitment services and events, as well as revenue from our direct ecommerce sales. Revenues from recruitment services are recognized when the services are performed, evidence of an arrangement exists, the fee is fixed or determinable and collectability is probable. Our recruitment revenue is derived from agreements through single and multiple job postings, recruitment media, talent recruitment communities, basic and premier corporate memberships, hiring campaign marketing and advertising, e-newsletter marketing and research and outreach services.

Consumer marketing and consumer advertising revenue is recognized either based upon a fixed fee for revenue sharing agreements in which payment is required at the time of posting or billed based upon the number of impressions (the number of times an advertisement is displayed) recorded on the websites as specified in the customer agreement.

Revenue generated from NAPW Network membership subscriptions is recognized ratably over the 12-month membership period, although members pay their annual fees at the commencement of the membership period. We also offer a monthly membership for which we collect fees on a monthly basis and we recognize revenue in the same month as the fees are collected. Revenue from related membership services is derived from fees for development and set-up of a member’s personal on-line profile and/or press release announcements. Fees related to these services are recognized as revenue at the time the on-line profile is complete and press release is distributed.

Revenues generated from RemoteMore consist of contracts entered into to provide customers with software solutions and are recognized in the month work is performed.

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Revenue Concentration

We are in an alliance with another company to build, host, and manage some of our job boards and website. This alliance member also sells two of our recruitment services products and bills customers, collects fees, and provides customer services. For the nine months ended September 30, 2025 and 2024, we recorded approximately 1% and 6% of our recruitment services revenue from this alliance sales relationship. In 2024, we transitioned the management of these job boards and website operations in-house.

Lease Obligations

We lease office space under a non-cancelable operating lease that expires in September 2027. Our facility lease provides for periodic rent increases and contain escalation clauses and renewal options. Our lease terms include options to extend the lease.

We recognize operating lease expense on a straight-line basis over the lease term and variable lease payments are expensed as incurred. Lease costs are primarily recorded within SG&A expenses in the Company's consolidated statements of loss and comprehensive loss.

We determine if a contract contains a lease at lease inception. If the borrowing rate implicit in the lease is not determinable, we use its incremental borrowing rate ("IBR") based on information available at lease commencement including prevailing financial market conditions to determine the present value of future lease payments. We have elected the option to combine lease and non-lease components as a single component for our entire population of lease assets.

Operating lease assets and lease liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, and lease incentives. We have elected not to apply the recognition requirements to short-term leases of 12 months or less and instead recognizes lease payments as expense on a straight-line basis over the lease term. Our lease agreement does not contain any material residual value guarantees or material restrictive covenants. Leased assets are presented net of accumulated amortization.

Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities; instead, these are expensed as incurred and recorded as variable lease expense.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances effective tax rate reconciliation disclosure requirements and provides clarity to the disclosures of income taxes paid, income before taxes and provision for income taxes. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures. The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

As of September 30, 2025, our management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), under the supervision of and with the participation of our management, including the Chief Executive Officer and Interim Chief Financial Officer. Based on that evaluation, our management, including the Chief Executive Officer and Interim Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of September 30, 2025.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our third quarter of fiscal 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1 – LEGAL PROCEEDINGS

The Company and its wholly owned subsidiary, NAPW, Inc., are parties to a proceeding captioned Deborah Bayne, et al. vs. NAPW, Inc. and Professional Diversity Network, Inc., No. 18-cv-3591 (E.D.N.Y.), filed on June 20, 2018, and alleging violations of the Fair Labor Standards Act and certain provisions of the New York Labor Law. The class is defined as “all individuals employed in New York from June 20, 2012 through October 15, 2021 by NAPW and PDN to sell memberships to the women’s networking organization known as the National Association of Professional Women and the International Association of Women,” excluding corporate officers, shareholders, directors and administrative employees. As it stands, the class currently consists of 164 putative class members and 60 opt-in plaintiffs.

The complaint alleges that NAPW (and PDN in its capacity as an alleged joint employer) violated similar provisions of the FLSA and the NYLL by (i) failing to pay overtime wages as required by both the FLSA and the NYLL, (ii) failing to provide accurate wage statements under the NYLL, and (iii) willfully violating both of those statutes. The Court, in an order issued on March 25, 2024, granted summary judgment against NAPW on the claims related to willful failure to pay overtime wages. The Court dismissed, without prejudice, claims based on failure to provide accurate wage statements under the NYLL based on lack of subject matter jurisdiction. The Court found that questions of fact remain as to whether PDN was a joint employer with NAPW. Damages remain unsettled particularly in light of the Court’s dismissal of the Plaintiff’s claims related to failure to provide accurate wage statements. During the first quarter of 2020, the Company recorded a $450,000 litigation settlement reserve in the event of an unfavorable outcome in this proceeding. While the Plaintiff seeks damages substantially in excess of this reserve (including unpaid overtime, liquidated damages and penalties), NAPW and PDN continue to adamantly dispute the amount of damages claimed. Given the Court’s summary judgment ruling and the inherent uncertainty of litigation, an unfavorable outcome in this proceeding could have a material adverse effect on our financial condition, results of operations, and cash flows.

General Legal Matters

From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations.

ITEM 1A – RISK FACTORS

In addition to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, we are subject to the following new and updated material risks. You should carefully consider these risks, in addition to the other information in this report and our other filings with the SEC.

Risks Related to Our Financial Condition and Ability to Continue as a Going Concern

We have a history of operating losses and negative cash flows, and our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

We have a history of incurring net losses and have not demonstrated sustained profitability. For the fiscal year ended December 31, 2024, we recorded a net loss from continuing operations of approximately $2.4 million, following a net loss of $4.5 million for the year ended December 31, 2023. Our revenues have also declined, decreasing from $7.7 million in 2023 to $6.7 million in 2024. Furthermore, our operations consumed approximately $2.5 million in cash during the year ended December 31, 2024.

As a direct result of our recurring losses and negative cash flows, our independent registered public accounting firm included an explanatory paragraph in its audit report for the fiscal year ended December 31, 2024, expressing substantial doubt about our ability to continue as a going concern. A “going concern” qualification can negatively impact our credibility with investors, customers, and suppliers. It may significantly hinder our ability to obtain new financing on favorable terms, or at all, and could lead to difficulties in securing trade credit, which would further constrain our operations and our ability to execute our business plan.

We have entered into a significant capital commitment for the acquisition of musical copyrights, which creates a severe and near-term liquidity risk that could jeopardize our operations.

On September 3, 2025, we entered into a Copyright Transfer Agreement to acquire a portfolio of 40 musical copyrights for a total purchase price of $10.0 million. This agreement imposes substantial and non-cancellable payment obligations over a very compressed timeframe in late 2025.

Given our limited cash reserves and history of negative cash flow, meeting these payment obligations presents an extreme and immediate challenge to our liquidity. A failure to make any of these payments on time would constitute a breach of the agreement, potentially resulting in financial penalties (as stipulated in the agreement), termination of the contract, and the loss of any funds already paid. Our ability to make these payments is entirely dependent on our ability to raise a significant amount of capital in the very near future. If we are unable to secure the necessary funds to meet these obligations, we will face a severe liquidity crisis that could force us to default on the agreement and could materially and adversely affect our financial condition and ability to operate.

Our ability to fund our operations and strategic initiatives is dependent on raising additional capital, and we may not achieve or sustain profitability in the future.

Our recurring losses, negative cash flow, and the substantial near-term liabilities from the copyright acquisition agreement necessitate that we secure additional financing to continue operations and fund our new strategic direction. Our future financial viability depends on our ability to raise capital through equity or debt financings, enter into a strategic merger or acquisition, or generate sufficient revenue to achieve positive cash flow.

There is no assurance that we will be successful in obtaining the required financing on acceptable terms, or at all. The capital markets may be unwilling to provide funding to a company with our financial history and the "going concern" qualification from our auditors. If we are unable to raise sufficient capital, we may be forced to significantly delay, scale back, or even cease our operations, including our new strategic pivot into music copyrights. Even if we do secure financing, it may be on terms that are highly dilutive to our existing stockholders. Ultimately, despite our best efforts, we may never achieve or sustain profitability or positive cash flow, which could result in you losing all or part of your investment.

Risks Related to Our New Business Strategy

We are pursuing a new business strategy by investing in music copyrights and Web 3.0 technologies, areas in which we have limited or no prior operating history. This strategy is unproven and may not be successful.

We are undertaking a significant strategic pivot by pursuing growth through investments in music copyrights and Web 3.0 technologies. This is a fundamental shift from our historical business of operating online professional diversity networks. We have limited or no operating history, management experience, or industry knowledge in these new sectors. This unproven strategy carries a high degree of uncertainty and risk of failure. Entering markets in which we are not familiar may lead to:

●

Diversion of management’s attention from our existing business, potentially causing its performance to decline.

●

An inability to apply our existing expertise, technology, or brand recognition to these new ventures.

●

Facing intense competition from established, well-resourced companies with deep experience in these markets.

●

Making poor investment decisions due to a lack of understanding of market dynamics, regulatory environments, and monetization models.

If this new business strategy is not successful, we could suffer significant investment losses, which would further harm our financial condition and could damage investor confidence in our management and future prospects.

The valuation and future monetization of intangible assets like musical copyrights and Web 3.0 technologies are speculative and subject to significant uncertainty.

The core of our new strategy involves investing in intangible assets whose intrinsic worth is difficult to determine and whose future value and ability to generate revenue are highly speculative.

The value of musical copyrights is dependent on numerous unpredictable factors, including shifting public tastes, the royalty rates paid by streaming platforms, the risk of digital piracy, and the long-term popularity of artists. Valuation methodologies for copyrights are complex and subjective, and we may overpay for these assets. Furthermore, successfully monetizing these copyrights through licensing, synchronization, or other means requires specialized industry knowledge and networks that we do not currently possess.

The Web 3.0 sector, including blockchain, decentralized applications, and related technologies, is still in its early stages of development. The industry is characterized by rapid technological change, unproven business models, and an uncertain regulatory framework. Investments in Web 3.0 projects are subject to numerous risks, including technological failure, lack of market adoption, security vulnerabilities such as hacking, and the potential for future restrictive regulations. The value of these assets is extremely volatile, and there is no assurance that we will realize any return on these investments; we could lose our entire investment.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

4.1	Pre-Paid Purchase #1, dated September 5, 2025, by and between Professional Diversity Network, Inc., Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with SEC on September 5, 2025)

10.1	Securities Purchase Agreement by and between the Company and the Investor (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on November 20, 2024)

10.2	Placement Agency Agreement, dated November 18, 2024, by and between the Company and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with SEC on November 20, 2024)

10.3	Profit Participation Agreement, dated December 5, 2024 between the Company and Koala Malta Limited (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on December 10, 2024)

10.4	Stock Purchase Agreement, dated December 19, 2024 between the Company and Aurous Vertex Limited (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on December 23, 2024)

10.5	Stock Purchase Agreement, dated January 26, 2025 between the Company and AI Geometric Ltd (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on January 30, 2025)

10.6	Stock Purchase Agreement, dated February 25, 2025 between the Company and Boris Krastev Ventures UG (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on March 3, 2025)

10.7	Warrant Exchange Agreement, dated June 30, 2025 between the Company and Certain Holder (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on July 1, 2025)

10.8	Convertible Note Purchase Agreements, dated July 7, 2025 and July 9, 2025 between the Company and two non-affiliated accredited investors (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on July 11, 2025)

10.9	Convertible Promissory Notes, dated July 7, 2025 and July 9, 2025 between the Company and two non-affiliated accredited investors (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with SEC on July 11, 2025)

10.10	Employment Agreement, dated July 22, 2025, by and between Professional Diversity Network, Inc. and Xun Wu (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on July 23, 2025)

10.11	Independent Director Service Agreement, dated July 22, 2025, by and between Professional Diversity Network, Inc. and Haixia Lu (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with SEC on July 23, 2025)

10.12	Form of Director and Executive Officer’s Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with SEC on July 23, 2025)

10.13	Employment Agreement, dated August 8, 2025, by and between Professional Diversity Network, Inc. and Yiran Gu (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on August 11, 2025)

10.14	Form of Director and Executive Officer’s Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with SEC on August 11, 2025)

10.15	Securities Purchase Agreement, dated September 5, 2025, by and between Professional Diversity Network, Inc., Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on September 5, 2025)

10.16	Copyright Transfer Agreement, dated September 12, 2025, by and between Professional Diversity Network, Inc., Inc. and Streams Ohio Corp. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with SEC on September 17, 2025)

10.17	Consulting Agreement, dated September 12, 2025, by and between Professional Diversity Network, Inc., Inc. and B&W Capital Group LLC. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with SEC on September 17, 2025)

10.18	Copyright Transfer Agreement, dated September 3, 2025, by and between Professional Diversity Network, Inc., Inc. and High Wave Corp

31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or Rule 15d- 14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Interim Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or Rule 15d- 14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer and Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PROFESSIONAL DIVERSITY NETWORK, INC.

Date: November 14, 2025	By:	/s/ Yiran Gu
	Name:	Yiran Gu
	Title:	Chief Financial Officer

Professional Diversity Network, Inc. 10-Q