UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 159, 2026 (June 5, 2026)

PROFESSIONAL DIVERSITY NETWORK, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35824	80-0900177
(State or other jurisdiction	(Commission	(I.R.S. Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation)	File Number)	Identification No.)

55 E. Monroe Street, Suite 2120, Chicago, Illinois 60603

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Office) (Zip Code)

~~Registrant’s telephone number, including area code:~~ (312) 614-0950

~~N/A~~ (~~Former~~Registrant’s ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since last report~~code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 par value		IPDN		The ~~NASDAQ~~Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging ~~growth~~Growth ~~company~~Company ☐

If an emerging growth company, indicate by ~~check~~checkmark ~~mark~~ if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 23.~~02.~~01 ~~Results~~Notice of ~~Operations~~Delisting ~~and~~or ~~Financial~~Failure ~~Condition~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~May~~June 155, 2026, Professional Diversity Network, Inc. (the “Company”) ~~issued~~received a ~~press~~written ~~release~~notification ~~announcing~~from ~~its~~The ~~financial~~Nasdaq ~~and~~Stock ~~operational~~Market ~~results~~LLC ~~for~~(“Nasdaq”) indicating that the ~~three~~Company ~~months~~was ~~ended~~not ~~March~~in ~~31,~~compliance ~~2026.~~with ~~The~~Nasdaq ~~press~~Listing ~~release~~Rule is5550(a)(2) ~~attached~~(the “Minimum Bid Price Requirement”), as ~~Exhibits~~the ~~99.1~~Company’s toclosing ~~this~~bid ~~Current~~price ~~Report~~for onits ~~Form~~common ~~8-K~~stock, ~~(this~~par value $0.01 per share (“~~Form~~Common ~~8-K~~Stock”), ~~and~~was isbelow ~~incorporated~~$1.00 ~~herein~~per byshare ~~reference~~for the prior thirty (30) consecutive business days.

~~The~~Pursuant ~~information~~to ~~contained~~Nasdaq inListing ~~this~~Rule ~~Form~~5810(c)(3)(A), 8the Company has been granted a 180-Kcalendar ~~provided~~day ~~under~~compliance ~~Items~~period, or until December 2~~.02~~, ~~and~~2026 ~~7.01~~(the ~~and~~“Compliance ~~Exhibits~~Period”), ~~99.1~~to ~~attached~~regain ~~hereto~~compliance ~~are~~with ~~furnished~~the ~~to,~~Minimum ~~but~~Bid ~~shall~~Price ~~not~~Requirement. beDuring ~~deemed~~the ~~filed~~compliance ~~with~~period, the ~~U.S.~~Company’s ~~Securities~~shares of Common Stock will continue to be listed and ~~Exchange~~traded ~~Commission~~on orthe ~~incorporated~~Nasdaq byCapital ~~reference~~Market. ~~into~~If at any time during the ~~Company’s~~Compliance ~~filings~~Period, ~~under~~the bid price of the ~~Securities~~Common ~~Act~~Stock closes at or above $1.00 per share for a minimum of ~~1933,~~ten as(10) ~~amended~~consecutive business days, orNasdaq will provide the ~~Securities~~Company ~~Exchange~~with ~~Act~~written confirmation of ~~1934,~~compliance aswith ~~amended~~the Minimum Bid Price Requirement and the matter will be closed.

~~Item~~If 7the Company is not in compliance by December 2, 2026, the Company may be afforded a second 180-calendar day compliance period.01 ~~Regulation~~To FDqualify ~~Disclosure~~for this additional time, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq with the exception of the Minimum Bid Price Requirement, and will need to provide written notice to Nasdaq of its intent to regain compliance with such requirement during such second compliance period.

~~Reference~~If isthe ~~made~~Company todoes not regain compliance within the ~~disclosure~~allotted incompliance ~~Item~~period(s), ~~2.02~~including ofany ~~this~~extensions ~~Form~~that ~~8-K~~may be granted by Nasdaq, ~~which~~Nasdaq ~~disclosure~~will isprovide ~~incorporated~~notice ~~herein~~that bythe ~~reference~~Common Stock will be subject to delisting from the Nasdaq Capital Market. At that time, the Company may appeal any such delisting determination to a Nasdaq hearings panel.

The Company intends to continuously monitor the closing bid price for its Common Stock, and is in the process of considering various measures to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will be able to regain or maintain compliance with the Minimum Bid Price Requirement or any other Nasdaq listing standards, that Nasdaq will grant the Company any extension of time to regain compliance with the Minimum Bid Price Requirement or any other Nasdaq listing requirements, or that any such appeal to the Nasdaq hearings panel will be successful, as applicable.

Forward-Looking Statements

~~Exhibit~~This 99Current Report on Form 8-K (this “Form 8-K”) contains forward-looking statements.1 ~~attached~~Such ~~hereto~~forward-looking ~~contain~~statements include, ~~and~~but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions, including those related to future compliance with the Minimum Bid Price Requirement, which can be identified by terminology such as “may,” ~~implicate~~“will,” “expects,” “anticipates,” “aims,” “potential,” “future,” “intends,” “plans,” “believes,” “estimates,” “continue,” “likely to” and other similar expressions intended to identify forward-looking statements, ~~regarding~~although not all forward-looking statements contain these identifying words. These statements are not historical facts and are based on current expectations, estimates and projections about the Company’s business based, ~~and~~in ~~include~~part, ~~cautionary~~on assumptions made by its management. These statements ~~identifying~~are ~~important~~not ~~factors~~guarantees of future performance and involve risks, uncertainties and assumptions that ~~could~~are ~~cause~~difficult to predict, many of which are beyond the Company’s control, including risks related to the Company’s ability to regain compliance with Nasdaq listing standards, the Company’s ability to obtain an additional compliance period, if needed, the Company’s ability to take actions that may be required for its continued listing on Nasdaq, the Company’s current liquidity position and the need to obtain additional financing to support ongoing operations, and other risks that may be included in the periodic reports and other filings that the Company files from time to time with the U.S. Securities and Exchange Commission. Therefore, actual outcomes and results tomay differ materially from ~~those~~what ~~anticipated~~is expressed or forecasted in the forward-looking statements. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by applicable law.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release dated May 15, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Professional Diversity Network, Inc.
Date: May 15, 2026	/s/ Yiran Gu
Date: June 9, 2026	By:	/s/ Xun Wu
	Yiran Gu Chief Financial Officer
	Name:	Xun Wu
	Title:	Chief Executive Officer

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