Professional Diversity Network, Inc.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 31, 2025
IPDN$1.35-1.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-03-29.
0001437749-24-010111
ITEM 7. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001437749-25-010108
ITEM 7. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 110 previous paragraphs and 110 current paragraphs.
71 unchanged; 26 reworded; 13 added; 13 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 16 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
During the year ended December 31, 2024, RemoteMore revenue was approximately $1,830,000, compared to revenues of approximately $2,437,000 during the same period in the prior year, a decrease of approximately $607,000. The decrease was predominantly attributable to a reduction in demand for contracted software development.
Current report
Costs and expenses related to our TalentAlly Network decreased approximately $1,702,000 or 27.4%, during the year ended December 31, 2024, as compared to the prior year. The decrease is primarily a result of reductions of approximately $60,000 related to costs of revenues, $840,000 of sales and marketing costs, $404,000 of general and administrative costs, and $398,000 related to depreciation and amortization.
Current report
Costs and expenses related to the NAPW Network decreased approximately $388,000, or 40.3%, during the year ended December 31, 2024, as compared to the prior year. The decrease is primarily a result of reductions of approximately $80,000 related to costs of revenues, $147,000 of sales and marketing costs, $138,000 of general and administrative costs, and $23,000 related to depreciation and amortization.
Current report
Corporate overhead expenses decreased approximately $437,000 or 18.7% during the year December 31, 2024, as compared to the prior year. The decrease is predominantly a result of reduction of $481,000 in payroll and bonus related costs and $40,000 in legal costs. Partially offsetting the decrease were increases in costs of approximately $62,000 related to filing costs, and $22,000 in other corporation expenses.
Current report
Income Tax Expenses (Benefit)
Current report
During the years ended December 31, 2024, and 2023, we recorded income tax expenses of approximately $6,000 and a benefit for income tax of approximately$139,000.
Current report
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.
Current report
In June, 2024, the Company entered into a stock purchase agreement with Eighty-eight Investment LLC, a Delaware limited liability company wholly owned and controlled by Mr. Xin He, our Chief Executive Officer. This purchase of 100,000 shares of our common stock at a price of $4.95 per share provided aggregate proceeds of $495,000. The purchase price represented the last consolidated closing bid price on the Nasdaq Capital Market prior to the execution of the agreement, in accordance with the requirements of Nasdaq Listing Rule 5635(c) and applicable Nasdaq interpretations.
Current report
In September, 2024, the Company entered into a stock purchase agreement with Yu Tian, an individual and a resident of the People’s Republic of China, in connection with the purchase by Yu Tian of 39,867 shares of common stock at a price of approximately $3.01 per share for aggregate gross proceeds of $120,000.
Current report
In November, 2024, the Company entered into a stock purchase agreement with a single institutional investor (the “Investor”), in connection with the purchase by the Investor of 140,000 shares of common stock, and 110,000 pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”) in a registered direct offering (the “Offering”) at a price of $8.00 per share (or $7.90 per Pre-Funded Warrant) for aggregate gross proceeds of $1,989,000.
Current report
In December 2024, the Company entered into a Profit Participation Agreement with Koala Malta Limited, a private limited liability company registered under the laws of Malta to purchase a 6% right in QBSG Limited to receive all distributions and dividends which may be declared and/or distributed by the QBSG Limited on an annual basis in terms of applicable law, along with all rights, title, and interest from the Koala Malta Limited. The consideration of 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 the Seller in September 2022, the Company now owns the right to receive 15% of all distributions and dividends by QBSG Limited.
Current report
In December, 2024, the Company entered into a stock purchase agreement with Aurous Vertex Limited (the “Investor”), a British Virgin Islands company, in connection with the purchase by the Investor of 250,000 shares of common stock at a price of $6.00 per share for aggregate gross proceeds of $1.5 million. In the agreement, Aurous Vertex Limited has an option to purchase an additional 100,000 shares of Common Stock at a subsequent closing. The purchase price per share of the additional 100,000 shares of Common Stock will be the lesser of (a) $6.00 per share and (b) the closing price of the Common Stock on the date that Investor delivers its written notice to the Company of its election to purchase the Second Closing Shares as described above.
Current report
Management conducts an annual review of the fair value of the company's Level 3 investments. The valuation methodologies employed rely on significant unobservable inputs, including projected cash flows, applicable discount rates, market data from publicly traded companies within the relevant industry, and information derived from recent merger and acquisition activity. These inputs are evaluated to ensure the fair value measurements reflect current market conditions and provide a reasonable basis for financial reporting.
Removed paragraphs (13)
Previous report
During the year ended December 31, 2023, RemoteMore revenue was approximately $2,437,000, compared to revenues of approximately $2,646,000 during the same period in the prior year, a decrease of approximately $209,000. We believe that the reduction in revenues had a direct correlation to the war in Ukraine and economic unsettling in Europe and the Middle East resulting in companies not wanting to spend on the expansion of their IT infrastructure.
Previous report
Costs and expenses related to our PDN Network increased approximately $1,602,000 or 34.7%, during the year ended December 31, 2023, as compared to the prior year, primarily due to approximately $1,130,000 of costs related to Expo Experts for which there was no comparable costs in the same period of the prior year. Also contributing to the increase were approximately $428,000 of payroll related costs, of which there was approximately $287,000 of sales and marketing expenses as a result of our newly created marketing department in fiscal 2023 for which there was no comparable expense in the prior year, and $14,000 of other accumulated costs.
Previous report
Costs and expenses related to the NAPW Network increased approximately $127,000, or 15.2%, during the year ended December 31, 2023, as compared to the prior year. The increase was predominately due to settlement of litigation resulting in a one-time, non-cash gain of approximately $908,000 in fiscal 2022 for which there was no comparable transaction in the current period. Partially offsetting the increase were decreases in payroll related costs of approximately $219,000, conference expenses incurred of approximately $165,000 primarily related to an October 2022 Gala event for which there was no comparable event in fiscal 2023, approximately $111,000 of member benefits, approximately $68,000 of legal expenses, and $218,000 of other related charges. The significant decreases in charges are a direct result of the continued efforts to cut costs and create efficiencies in the NAPW Network operating segment.
Previous report
Corporate overhead expenses increased approximately $28,000 or 1.2% during the year December 31, 2023, as compared to the prior year, primarily as a result of an increase of approximately $214,000 of payroll related costs, an approximately $123,000 in financing costs and $102,000 in legal fees predominately related to the equity line of credit entered into in fiscal 2023. Partially offsetting the increase was an approximate $157,000 decrease in share-based compensation costs, and reductions of approximately $83,000 related to mergers and acquisition charges, approximately $45,000 related to accounting expenses, and approximately $101,000 of other charges, as compared to the same period in the prior year.
Previous report
Income Tax Benefit
Previous report
During the years ended December 31, 2023, and 2022, we recorded a benefit for income tax of $139,000 and $13,000. The change in income tax benefit during the current period was primarily due to a reduction in our deferred tax liabilities in the current year.
Previous report
Discontinued Operations
Previous report
In March 2020, our Board of Directors decided to suspend all operations in China. In December 2023, Management determined that there will be no further activity related to the operations in China and as a result, eliminated all balance sheet accounts in the consolidated balance sheets for the fiscal year ending December 31, 2023. This included the extinguishment of contract debt as allowed under Chinese business law and the write-off of non-cash assets. The results for operations of China are presented in the consolidated statements of operations and comprehensive loss as loss from discontinued operations.
Previous report
The following table presents results from discontinued operations for the years ended December 31, 2023, and 2022:
Previous report
In February 2022, in connection with the September 2021 acquisition of the 45.62% interest in RemoteMore USA, Inc., and as a component of the $500,000 to be paid within one year, the Company issued 139,860 shares of its common stock, with a value of $400,000, to the co-founders of RemoteMore (see Note 4 – Business Combinations).
Previous report
In September 2022, in connection with the acquisition of a 9% interest in Koala Crypto Limited, the Company issued 863,392 shares of its common stock to the seller in a private placement (the “Consideration Shares”). The Consideration Shares were valued at $1,350,000 (see Note 8 – Long-term Investments).
Previous report
In December 2022, the Company entered into a stock purchase agreement with Ms. Hongjun Chen, in which the Company sold 1,162,791 shares of its common stock at a price per share of $0.86 for gross proceeds of approximately $1,000,000.
Previous report
On January 31, 2022, the Company announced its Board of Directors had approved the repurchase of up to $2 million of its outstanding common stock from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased would be determined by the Company’s management based on its evaluation of market conditions and other factors. Repurchases could also be made under a Rule 10b5-1 plan of the Securities Exchange Act of 1934, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. Since inception of the Stock Buyback Plan through December 20, 2022, the Company purchased 530,421 shares of its common shares, for a total of approximately $855,000 at an average cost of approximately $1.62 per share (excluding commissions). Transactions occurred in open market purchases and pursuant to a trading plan under Rule 10b5-1. As of December 20, 2022, the Company suspended the Stock Buyback Plan.
Reworded paragraphs (26)
Previous wording
We currently operate in three business segments. PDN 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 secondary 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 developers with less effort and friction, and empowers software developers to get meaningful jobs regardless of their location.
Current wording
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 secondary 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 developers with less effort and friction, and empowers software developers to get meaningful jobs regardless of their location.
Previous wording
*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 nationwide, additional career and networking events such as the National Networking Summit Series, Power Networking Events and the PDN Network events. 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 membership in local chapters, and access to live in-person events. The most comprehensive level, the Influencer, provides all the aforementioned benefits plus admission to exclusive “live” events and expanded opportunities for marketing and promotion, including the creation and distribution of a press release, which is prepared by professional writers and 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 membership. We offer new purchasers of our NAPW memberships the opportunity to purchase a commemorative wall plaque at the time of purchase. They may purchase up to two plaques at that time.
Current wording
*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 nationwide, additional career and networking events such as the National Networking Summit Series, Power Networking Events and the TalentAlly Network events. 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 membership in local chapters, and access to live in-person events. The most comprehensive level, the Influencer, provides all the aforementioned benefits plus admission to exclusive “live” events and expanded opportunities for marketing and promotion, including the creation and distribution of a press release, which is prepared by professional writers and 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 membership. We offer new purchasers of our NAPW memberships the opportunity to purchase a commemorative wall plaque at the time of purchase. They may purchase up to two plaques at that time.
Previous wording
Recruitment Services. We provide recruitment services through PDN Network to medium and large employers seeking to diversify their employment ranks. Our recruitment services include recruitment advertising, job postings, contingent search and hiring, and career fairs. The majority of recruitment services revenue comes from job recruitment advertising. 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.
Current wording
Recruitment Services. We provide recruitment services through TalentAlly Network to medium and large employers seeking to diversify their employment ranks. Our recruitment services include recruitment advertising, job postings, contingent search and hiring, and career fairs. The majority of recruitment services revenue comes from job recruitment advertising. 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.
Previous wording
Cost of revenue primarily consists of costs of producing job fair and other events, revenue-sharing with partner organizations, costs of web hosting and operating our websites for the PDN Network. The cost 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.
Current wording
Cost of revenue primarily consists of costs of producing job fair and other events, revenue-sharing with partner organizations, costs of web hosting and operating our websites for the TalentAlly Network. The cost 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.
Previous wording
Total revenues decreased approximately $615,051, or 7.4% from $8,314,088 for the year ended December 31, 2022 to $7,699,037 for the year ended December 31, 2023. The decrease was predominately attributable to a decrease of approximately $667,000 of organic revenues related to PDN as compared to the same period in the prior year, partially offset by approximately $368,000 of revenues related to Expo Experts for which there were no comparable revenues in the same period of the prior year. Also contributing to the decrease was a decrease in contracted software development related to RemoteMore operations of approximately $208,000, and an approximate $109,000 decrease in membership fees and related services revenues related to NAPW operations, as compared to the same period in the prior year.
Current wording
Total revenues decreased approximately $968,432, or 12.6% from $7,699,037 for the year ended December 31, 2023 to $6,730,605 for the year ended December 31, 2024. The decrease was predominately attributable to a decrease of approximately $607,000 of contracted software development related to RemoteMore operations as compared to the same period in the prior year. Also contributing to the decrease was a decrease in recruitment service revenues related to TalentAlly Network operations of approximately $259,000, and an approximate $102,000 decrease in membership fees and related services revenues related to NAPW operations, as compared to the same period in the prior year.
Previous wording
During the year ended December 31, 2023, our PDN Network generated approximately $4,731,000 in revenues compared to $5,029,000 in revenues during the year ended December 31, 2022, a decrease of approximately $298,000 or 5.9%. The decrease was primarily due to decreases in PDN operations, specifically decreases in e-commerce revenues of approximately $361,000, revenues related to sales by our third-party partner alliance of approximately $219,000, event and partner sales revenue of approximately $137,000 and other revenues of approximately $102,000, compared to the same period in the prior year. Partially offsetting the decreases was an increase in PDN direct sales revenues of approximately $154,000, compared to the same period in the prior year, and event revenues derived from Expo Experts of approximately $398,000 for which there were no comparable revenues in the same period of the prior year.
Current wording
During the year ended December 31, 2024, our TalentAlly Network generated approximately $4,472,000 in revenues compared to $4,731,000 in revenues during the year ended December 31, 2023, a decrease of approximately $259,000 or 5.5%. The decrease was primarily due to decreases in e-commerce revenues of approximately $185,000, revenues related to sales by our third-party partner alliance of approximately $144,000, event sales revenue of approximately $192,000 and other and partner sales revenues of approximately $53,000, compared to the same period in the prior year. Partially offsetting the decreases was an increase in PDN direct sales revenues of approximately $315,000, compared to the same period in the prior year.
Previous wording
During the year ended December 31, 2023, NAPW Network revenues were approximately $531,000, compared to revenues of $639,000 during the year ended December 31, 2022, a decrease of approximately $108,000 or 16.9%. The decrease in revenues was primarily due to an approximate $100,000 decrease in renewal membership and an approximate $31,000 decrease in new membership, as compared to the same period in the prior year. The decrease in fiscal 2023 revenues was the lowest year over year decrease in NAPW since its acquisition. We believe that the reductions in membership services revenues havelargely stabilized. The NAPW Network services provided to our customers is a discretionary spending decision and we continue to research services and price points to increase our future membership revenue to go along with the significant expense reductions that we have made in fiscal 2023.
Current wording
During the year ended December 31, 2024, NAPW Network revenues were approximately $429,000, compared to revenues of $531,000 during the year ended December 31, 2023, a decrease of approximately $102,000 or 19.2%. The decrease in revenues was primarily due to an approximate $86,000 decrease in renewal membership and an approximate $23,000 decrease in partner sales and other revenue, as compared to the same period in the prior year. Partially offsetting the decreases was an increase in new membership revenues of approximately $7,000, compared to the same period in the prior year.
Previous wording
Total costs and expenses increased for the year ended December 31, 2023,to approximately $12,238,000 compared to $11,416,000 for the year ended December 31, 2022. The approximate $822,000, or 7.2%, increase in costs and expenses was primarily attributable to the following:
Current wording
Total costs and expenses decreased for the year ended December 31, 2024, to approximately $9,136,000 compared to $12,238,000 for the year ended December 31, 2023. The approximate $3,102,000, or 25.3%, decrease in costs and expenses was primarily attributable to the following:
Previous wording
Cost and expenses related to RemoteMore decreased approximately $935,000, or 25.6%, during the year ended December 31, 2023, as compared to the prior year, predominately consisting of amortization of intangibles of approximately $666,000, contractor costs of approximately $105,000, and other operating costs.
Current wording
Cost and expenses related to RemoteMore decreased approximately $575,000, or 21.1%, during the year ended December 31, 2024, as compared to the prior year, predominantly consisting of decreases in contractor costs of approximately $574,000, and $1,000 related to other purchased services.
Previous wording
Consolidated Net Loss from Continuing Operations. As the result of the factors discussed above, during the year ended December 31, 2023, we incurred a net loss of approximately $4,386,000 from continuing operations, an increase in net loss of approximately $1,294,000 or 41.8% from a net loss of $3,092,000 for the year ended December 31, 2022.
Current wording
Consolidated Net Loss from Continuing Operations. As the result of the factors discussed above, during the year ended December 31, 2024, we incurred a net loss of approximately $2,595,000 from continuing operations, an decrease in net loss of approximately $1,791,000 or 40.8% from a net loss of $4,386,000 for the year ended December 31, 2023.
Previous wording
As of December 31, 2023, we had cash and cash equivalents of $628,000 compared to cash and cash equivalents of $1,237,000 at December 31, 2022. Our principal sources of liquidity are our cash and cash equivalents, including net proceeds from the issuances of common stock. As of December 31, 2023, we had a working capital deficit from continuing operations of approximately $1,107,000, compared to a working capital deficit from continuing operations of approximately $187,000 as of December 31, 2022. We had an accumulated deficit of approximately $99,903,000 at December 31, 2023. During the years ended December 31, 2023, and 2022, we generated a net loss from continuing operations, net of tax, of approximately $4,386,000 and $3,092,000 and used cash from continuing operations of approximately $3,009,000 and $2,250,000.
Current wording
As of December 31, 2024, we had cash and cash equivalents of approximately $1,731,000 compared to cash and cash equivalents of approximately $628,000 at December 31, 2023. Our principal sources of liquidity are our cash and cash equivalents, including net proceeds from the the issuances of common stock. As of December 31, 2024, we had a working capital from continuing operations of approximately $271,000, compared to a working capital deficit from continuing operations of approximately $1,107,000 as of December 31, 2023. We had an accumulated deficit of approximately $102,415,000 at December 31, 2024. During the years ended December 31, 2024, and 2023, we generated a net loss from continuing operations, net of tax, of approximately $2,595,000 and $4,386,000 and used cash from continuing operations of approximately $2,501,000 and $3,009,000.
Previous wording
During 2023, we continued our focus on cost cutting initiatives and improving our overall profitability and shareholder value through new sales and marking initiatives and through strategic business collaborations. However, we have continued to generate negative cash flows from operations, and we expect to incur net losses for the short-term foreseeable future. These conditions 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 of increased sales and market share through the generation of organic growth in revenues from our existing operating segments, raise capital, issue capital in relation to our line of equity, and make strategic acquisitions. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Current wording
During 2024, we continued our focus on cost cutting initiatives and improving our overall profitability and shareholder value through new sales and marking initiatives and through strategic business collaborations. However, we have continued to generate negative cash flows from operations, and we expect to incur net losses for the short-term foreseeable future. These conditions 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 of increased sales and market share through the generation of organic growth in revenues from our existing operating segments, raise capital, and make strategic acquisitions. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Previous wording
In January 2023, we exercised our option to purchase an additional 20% interest in RemoteMore for $116,667, and in May 2023, the Company acquired an additional 7% interest in RemoteMore for approximately $235,000 furthering our interest in RemoteMore to 72.62%.
Current wording
In January 2023, the Company exercised our option to purchase an additional 20% interest in RemoteMore for $116,667, and in May 2023, the Company acquired an additional 7% interest in RemoteMore for approximately $235,000 furthering our interest in RemoteMore to 72.62%.
Previous wording
In January 2023, through a newly formed wholly-owned subsidiary, we purchased the assets and operations of Expo Experts, LLC, 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 based on the volume weighted-average price as of twenty (20) days prior to the closing date.
Current wording
In January 2023, through a newly formed wholly-owned subsidiary, the Company purchased the assets and operations of Expo Experts, LLC, 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 based on the volume weighted-average price as of twenty (20) days prior to the closing date.
Previous wording
In March 2023, we entered into a stock purchase agreement with Ms. Yiran Gu, a former investor of the Company and a citizen of the People’s Republic of China, in connection with the purchase by Ms. Gu of 333,181 shares of our common stock at a price of approximately $2.10 per share for aggregate gross proceeds of $700,000.
Current wording
In March 2023, the Company entered into a stock purchase agreement with Yiran Gu, a former investor of the Company and a citizen of the People’s Republic of China, in connection with the purchase by Yiran Gu of 33,318 shares of our common stock at a price of approximately $21.00 per share for aggregate gross proceeds of $700,000.
Previous wording
In June 2023, we entered into a stock purchase agreement with Tumim Stone Capital LLC (“Tumim Stone”). Under the terms and subject to the conditions of the stock purchase agreement, we have the right, but not the obligation, to sell to Tumim Stone, and Tumim Stone is obligated to purchase, up to $12,775,000 worth of newly issued shares (the “Purchase Shares”) of our common stock, subject to certain limitations and the satisfaction (or, where permissible, the waiver) of the conditions set forth in the stock purchase agreement. Pursuant to the stock purchase agreement, we issued and sold 469,925 Purchase Shares to Tumim Stone, at a price of $4.256 per share (representing the average official closing price of the common stock on The Nasdaq Capital Market for the five consecutive trading days ending on the trading day immediately prior to the date of the stock purchase agreement), for aggregate gross proceeds to the Company of $2,000,000, in an initial purchase (the “Initial Purchase”). Pursuant to the terms of the stock purchase agreement, as consideration for Tumim Stone’s commitment to purchase shares of common stock at our direction from time to time, subject to the conditions and limitations set forth in the stock purchase agreement, upon execution of the stock purchase agreement on September 30, 2023, we also issued to Tumim Stone 176,222 shares of common stock (the “Commitment Shares”), valued at $4.256 per share (the same per share value as each Initial Purchase Share sold in the Initial Purchase), or a total aggregate value equal to $750,000 for the Commitment Shares. Thereafter, the purchase price of shares that we sell to Tumim Stone under this agreement (other than initial sale under that agreement) is 97% of the lowest daily average of the daily volume weighted average prices of our common stock for the three day period prior to our election to sell shares.
Current wording
In June 2023, the Company entered into a stock purchase agreement with Tumim Stone Capital LLC (“Tumim Stone”). Under the terms and subject to the conditions of the stock purchase agreement, we have the right, but not the obligation, to sell to Tumim Stone, and Tumim Stone is obligated to purchase, up to $12,775,000 worth of newly issued shares (the “Purchase Shares”) of our common stock, subject to certain limitations and the satisfaction (or, where permissible, the waiver) of the conditions set forth in the stock purchase agreement. Pursuant to the stock purchase agreement, we issued and sold 46,993 Purchase Shares to Tumim Stone, at a price of $42.56 per share (representing the average official closing price of the common stock on The Nasdaq Capital Market for the five consecutive trading days ending on the trading day immediately prior to the date of the stock purchase agreement), for aggregate gross proceeds to the Company of $2,000,000, in an initial purchase (the “Initial Purchase”). Pursuant to the terms of the stock purchase agreement, as consideration for Tumim Stone’s commitment to purchase shares of common stock at our direction from time to time, subject to the conditions and limitations set forth in the stock purchase agreement, upon execution of the stock purchase agreement on September 30, 2023, we also issued to Tumim Stone 17,622 shares of common stock (the “Commitment Shares”), valued at $42.56 per share (the same per share value as each Initial Purchase Share sold in the Initial Purchase), or a total aggregate value equal to $750,000 for the Commitment Shares. Thereafter, the purchase price of shares that we sell to Tumim Stone under this agreement (other than initial sale under that agreement) is 97% of the lowest daily average of the daily volume weighted average prices of our common stock for the three day period prior to our election to sell shares.
Previous wording
In December 2023, we issued multiple purchase notices to Tumim Stone under the stock purchase agreement, through which we sold a combined 273,341 shares of our common stock at an average price of $1.70 for an aggregated gross proceeds of approximately $464,300. To date, we have sold 919,488 shares of our common stock to Tumim Stone (excluding the Commitment Shares) for gross proceeds of $2,464,300.
Current wording
In December 2023, the Company issued multiple purchase notices to Tumim Stone under the stock purchase agreement, through which we sold a combined 27,334 shares of our common stock at an average price of $17.00 for an aggregated gross proceeds of approximately $464,300.
Previous wording
In December 2023, we entered into a stock purchase agreement with CFL, in which we sold 122,670 shares of our common stock at a price per share of $1.63 for gross proceeds of approximately $200,000.
Current wording
In December 2023, the Company entered into a stock purchase agreement with CFL, in which we sold 12,267 shares of our common stock at a price per share of $16.30 for gross proceeds of approximately $200,000.
Previous wording
While we believe that our cash and cash equivalents of approximately $628,000, at December 31, 2023, and cash flow from operations, may be sufficient to meet our working capital requirements for the fiscal year 2024, our available funds and cash flow from operations may not be sufficient to meet our working capital requirements without the need to increase revenues or raise capital by the issuance of common stock. 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 effectuate 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. Cash and cash equivalents consist primarily of cash on deposit with banks and investments in money market funds.
Current wording
While we believe that our cash and cash equivalents of approximately $1,731,000, at December 31, 2024, and cash flow from operations, may be sufficient to meet our working capital requirements for the fiscal year 2025, our available funds and cash flow from operations may not be sufficient to meet our working capital requirements without the need to increase revenues or raise capital by the issuance of common stock. 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 effectuate 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. Cash and cash equivalents consist primarily of cash on deposit with banks and investments in money market funds.
Previous wording
Our PDN Network sells recruitment services to employers, generally on a one-year contract basis. This revenue is also deferred and recognized over the life of the contract. Our payment terms for PDN Network customers range from 30 to 60 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.
Current wording
Our TalentAlly Network sells recruitment services to employers, generally on a one-year contract basis. This revenue is also deferred and recognized over the life of the contract. Our payment terms for TalentAlly Network customers range from 30 to 60 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.
Previous wording
Net cash used in operating activities from continuing operations during the year ended December 31, 2022 was $2,250,000. We had a net loss from continuing operations of $3,092,000 during the year ended December 31, 2022, which included a gain on settlement of $908,564 in litigation settlement reserves, share-based compensation expense of $481,000 and depreciation and amortization expense of $776,000, predominately due to amortization of intangible assets related to the acquisition of RemoteMore, reduction of our merchant reserve of $381,000, reduction in the allowance for credit losses of approximately $145,000, and noncash lease expense of $91,000. Changes in operating assets and liabilities provided approximately $185,000 of cash during the year ended December 31, 2022, consisting primarily of a $90,000 increase in accounts payable, a $216,000 increase in accounts receivable, a $103,000 increase in prepaid expenses, and a $102,000 increase in accrued liabilities, which was partially offset by a $224,000 decrease in deferred revenues and $101,000 in lease liability.
Current wording
Net cash used in operating activities from continuing operations during the year ended December 31, 2024 was $2,501,000. We had a net loss from continuing operations of $2,595,000 during the year ended December 31, 2024, which included share-based compensation expense of $175,000 and depreciation and amortization expense of $204,000, the provision for losses on accounts receivable of approximately $14,000, and noncash lease expense of $91,000. Changes in operating assets and liabilities provided approximately $577,000 of cash decrease during the year ended December 31, 2024, consisting primarily of a $99,000 increase in accounts receivable, which was partially offset by an approximate $159,000 decrease in prepaid expenses and other assets, $369,000 decrease in accounts payable, and a $158,000 decrease in deferred revenues, $106,000 decrease in lease liability, and $4,000 decrease in accrued expenses.
Previous wording
Net cash used in operating activities from continuing operations during the year ended December 31, 2023 was $3,009,000. We had a net loss from continuing operations of $4,386,000 during the year ended December 31, 2023, which included share-based compensation expense of $300,000 and depreciation and amortization expense of $624,000, predominately due to amortization of intangible assets related to the acquisition of Expo Experts, reduction for the allowance for credit losses of approximately $16,000, accretion for the extinguishment of liabilities related to discontinued operations of approximately $157,000, and noncash lease expense of $91,000. Changes in operating assets and liabilities provided approximately $551,000 of cash during the year ended December 31, 2023, consisting primarily of a $186,000 increase in accounts payable, a $200,000 increase in accounts receivable, a $466,000 increase in prepaid expenses, and a $6,000 increase in deferred revenues, which was partially offset by an approximate $204,000 decrease in accrued liabilities and $104,000 in lease liability.
Current wording
Net cash used in operating activities from continuing operations during the year ended December 31, 2023 was $3,009,000. We had a net loss from continuing operations of $4,386,000 during the year ended December 31, 2023, which included share-based compensation expense of $300,000 and depreciation and amortization expense of $624,000, predominately due to amortization of intangible assets related to the acquisition of Expo Experts, reduction for the allowance for credit losses of approximately $16,000, accretion for the extinguishment of liabilities related to discontinued operations of approximately $157,000, and noncash lease expense of $91,000. Changes in operating assets and liabilities provided approximately $363,000 of cash during the year ended December 31, 2023, consisting primarily of a $186,000 increase in accounts payable, a $200,000 increase in accounts receivable, a $279,000 increase in prepaid expenses, and a $6,000 increase in deferred revenues, which was partially offset by an approximate $204,000 decrease in accrued liabilities and $104,000 in lease liability.
Previous wording
Net cash used in investing activities from continuing operations during the year ended December 31, 2023 was approximately $947,000, which consisted primarily of $400,000 related to the acquisition of Expo Experts, approximately $335,000 related to the acquisition of additional interest in RemoteMore, approximately $181,000 in costs associated with internally developed technology and approximately $30,000 associated with the purchases of computer equipment. During the year ended December 31, 2022, net cash used in investing activities from continuing operations was approximately $61,000, which consisted primarily of $45,000 in costs associated with internally developed technology and $16,000 associated with the purchases of computer equipment.
Current wording
Net cash used in investing activities from continuing operations during the year ended December 31, 2024 was approximately $963,000, which consisted primarily of $700,000 related to the purchase of QBSG Limited's profit share, approximately $242,000 in costs associated with internally developed technology and approximately $21,000 associated with the purchases of computer equipment. During the year ended December 31, 2023, net cash used in investing activities from continuing operations was approximately $947,000, which consisted primarily of $400,000 related to the acquisition of Expo Experts, approximately $335,000 related to the acquisition of additional interest in RemoteMore, approximately $181,000 in costs associated with internally developed technology and approximately $30,000 associated with the purchases of computer equipment.
Previous wording
Net cash provided by financing activities from continuing operations during the year ended December 31, 2022, was approximately $145,000, which reflected the proceeds from the sale of, and the reacquisition of, common stock as described above.
Current wording
Net cash provided by financing activities from continuing operations during the year ended December 31, 2024, was approximately $4,568,000, which reflected the proceeds from the sale of common stock, and noncontrolling Interests as described above.
Previous wording
We, in alliance with another company, partner to sell two recruitment services products. This alliance member builds, hosts, and manages our job boards and website. This alliance member also bills customers, collects fees, and provides customer services. For the years ended December 31, 2023, and 2022, we recorded approximately 8.1% and 11.4% of our recruitment services revenue from this alliance sales relationship.
Current wording
We, in alliance with another company, partner to sell two recruitment services products. This alliance member previously built, hosted, and managed our job boards and website in addition to billing customers, collecting fees, and providing customer services. For the years ended December 31, 2024, and 2023, we recorded approximately 4.6% and 8.1% of our recruitment services revenue from this alliance sales relationship.
Previous wording
We determinee 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.
Current wording
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.