Professional Diversity Network, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 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-Q
Period ended 2025-03-31; filed 2025-05-14.
0001437749-25-016713
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001437749-25-026700
ITEM 2. 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 104 previous paragraphs and 116 current paragraphs.
78 unchanged; 23 reworded; 9 added; 3 removed; 0 previous and 6 current paragraphs rearranged.
Tables are not compared: 12 previous and 19 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 (9)
Current report
Total revenues for the three months ended June 30, 2025, decreased approximately $49,000, or 2.9%, to approximately $1,641,000 from approximately $1,690,000 during the same period in the prior year. The decrease was predominantly attributable to an approximate $264,000 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 $23,000. These decreases were partially offset by a $239,000 increase in contracted software development revenue.
Current report
Total revenues for the six months ended June 30, 2025, decreased approximately $271,000, or 7.9%, to approximately $3,146,000 from approximately $3,417,000 during the same period in the prior year. The decrease was predominantly attributable to an approximate $452,000 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 $54,000. These decreases were partially offset by a $242,000 increase in contracted software development revenue.
Current report
During the three months ended June 30, 2025, our TalentAlly Network generated approximately $887,000 in revenues compared to approximately $1,152,000 in revenues during the three months ended June 30, 2024, a decrease of approximately $265,000, or 23.0%. This decrease is consistent with the broader trend of reduced corporate spending on DEI-focused recruitment services discussed previously.
Current report
During the three months ended June 30, 2025, NAPW Network revenues generated approximately $86,000, compared to revenues of approximately $109,000 during the same period in the prior year, a decrease of approximately $23,000, or 21.1%. Management attributes this decline to lower renewal rates and reduced acquisition of new members in a competitive market for professional networking organizations.
Current report
During the three months ended June 30, 2025, RemoteMore revenue was approximately $668,000, compared to revenues of approximately $429,000 during the same period in the prior year, an increase of approximately $239,000, or 55.7%. 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.
Current report
Cost of revenues: Cost of revenues during the three months ended June 30, 2025 was approximately $929,000, an increase of approximately $303,000, or 48.4%, from approximately $626,000 during the same period of the prior year. The increase was predominantly due to an approximate $232,000 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. The remainder of the increase is due to a $46,000 increase in payroll related costs, mainly reflecting the cessation of labor-cost capitalization following the launch of the new website, and $25,000 other cost of revenue. This shift in our cost structure, with a higher proportion of costs attributable to payments to third-party developers, represents a structural change tied directly to our revenue mix. We expect this trend to continue as long as the RemoteMore segment continues to grow.
Current report
For the three months ended June 30, 2025, costs and expenses related to the NAPW Network decreased by approximately $21,000, or 14.9%, as compared to the same period in the prior year. The decrease is predominantly due to a reduction in approximately $19,000 in depreciation and amortization costs and approximately $2,000 in general and administrative costs.
Current report
For the three months ended June 30, 2025, costs and expenses related to Corporate Overhead decreased by approximately $58,000, or 14.8%, as compared to the same period in the prior year. The decrease is predominantly due to a decrease of approximately $96,000 in payroll, bonus-related, and board costs and $17,000 in insurance costs. These decreases were partially offset by an increase of approximately $48,000 in legal costs and $7,000 in filing, investor relations, and accounting expenses.
Current report
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.
Removed paragraphs (3)
Previous report
Total revenues for the three months ended March 31, 2025, decreased approximately $222,000, or 12.9%, to approximately $1,505,000 from approximately $1,727,000 during the same period in the prior year. The decrease was predominantly attributable to an approximate $188,000 decrease in recruitment services due to the Executive Orders targeting diversity, equity, and inclusion programs in the public and private sectors and an approximate $31,000 decrease in membership and related service.
Previous report
In February, 2025, the Company received a Written Notice from a single institutional investor (the “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 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.
Previous report
InFebruary, 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 onFebruary 25, 2025. OnMarch 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.
Reworded paragraphs (23)
Previous wording
During the three months ended March 31, 2025, our TalentAlly Network generated approximately $921,000 in revenues compared to approximately $1,115,000 in revenues during the three months ended March 31, 2024, a decrease of approximately $194,000, or 17.4%.
Current wording
During the six months ended June 30, 2025, our TalentAlly Network generated approximately $1,808,000 in revenues compared to approximately $2,267,000 in revenues during the six months ended June 30, 2024, a decrease of approximately $459,000, or 20.2%.
Previous wording
During the three months ended March 31, 2025, NAPW Network revenues generated approximately $96,000, compared to revenues of approximately $127,000 during the same period in the prior year, a decrease of approximately $31,000 , or 24.4%.
Current wording
During the six months ended June 30, 2025, NAPW Network revenues generated approximately $182,000, compared to revenues of approximately $236,000 during the same period in the prior year, a decrease of approximately $54,000 , or 22.9%.
Previous wording
During the three months ended March 31, 2025, RemoteMore revenue was approximately $488,000, compared to revenues of approximately $485,000 during the same period in the prior year, an increase of approximately $3,000, or 0.6%.
Current wording
During the six months ended June 30, 2025, RemoteMore revenue was approximately $1,156,000, compared to revenues of approximately $914,000 during the same period in the prior year, an increase of approximately $242,000, or 26.5%.
Previous wording
Cost of revenues: Cost of revenues during the three months ended March 31, 2025 was approximately $719,000, an increase of approximately $66,000, or 10.1%, from approximately $653,000 during the same period of the prior year. The increase was predominantly due to an approximate $49,000 increase in payroll related costs, reflecting the cessation of labor-cost capitalization following the launch of the new website.
Current wording
Cost of revenues: Cost of revenues during the six months ended June 30, 2025 was approximately $1,648,000, an increase of approximately $369,000, or 28.9%, from approximately $1,279,000 during the same period of the prior year. The increase was predominantly due to an approximate $229,000 increase in RemoteMore's contract costs, $96,000 increase in payroll related costs, mainly reflecting the cessation of labor-cost capitalization following the launch of the new website, and $44,000 other cost of revenue.
Previous wording
Sales and marketing expense: Sales and marketing expense during the three months ended March 31, 2025 was approximately $571,000, a decrease of approximately $259,000, or 31.2%, from $830,000 during the same period in the prior year. The decrease was predominantly attributed to approximately $171,000 of reduced payroll and commission related costs and $88,000 reduction in marketing and marketing related consulting costs.
Current wording
Sales and marketing expense: Sales and marketing expense during the three months ended June 30, 2025 was approximately $494,000, a decrease of approximately $278,000, or 36.0%, from $772,000 during the same period in the prior year. The decrease was predominantly attributed to approximately $233,000 of reduced payroll and commission related costs and $45,000 reduction in marketing and marketing related consulting and software costs.
Previous wording
General and administrative expense: General and administrative expenses decreased by approximately $116,000, or 11.7%, to approximately $879,000 during the three months ended March 31, 2025, as compared to approximately $995,000 during the same period in the prior year. The decrease in expenses was predominantly due to reductions of approximately $87,000 of salaries and related benefit charges, $18,000 in insurance costs, and $11,000 in other miscellaneous taxes.
Current wording
General and administrative expense: General and administrative expenses decreased by approximately $145,000, or 17.7%, to approximately $674,000 during the three months ended June 30, 2025, as compared to approximately $819,000 during the same period in the prior year. The decrease in expenses was predominantly due to reductions of approximately $75,000 of salaries and related benefit charges, $60,000 of share based compensation expenses and $10,000 in other general and administrative expenses.
Previous wording
Depreciation and amortization expense: Depreciation and amortization expense during the three months ended March 31, 2025 was approximately $41,000, a decrease of approximately $11,000, compared to approximately $52,000 during the same period in the prior year. The decrease was primarily attributable to the amortization of trade name and other intangible assets.
Current wording
Depreciation and amortization expense: Depreciation and amortization expense during the three months ended June 30, 2025 was approximately $41,000, a decrease of approximately $14,000 or 25.5%, compared to approximately $55,000 during the same period in the prior year. The decrease was primarily attributable to the amortization of trade name and other intangible assets.
Previous wording
For the three months ended March 31, 2025, costs and expenses related to our TalentAlly Network segment decreased by approximately $332,000, or 25.3%, as compared to the same period in the prior year. The decrease is primarily a result of reductions of approximately $245,000 in sales and marketing costs, and approximately $142,000 in general and administrative costs. Partially offsetting the decreases is an increase of approximately $6,000 in depreciation and amortization costs, and approximately $49,000 in costs of sales.
Current wording
For the three months ended June 30, 2025, costs and expenses related to our TalentAlly Network segment decreased by approximately $272,000, or 22.9%, as compared to the same period in the prior year. The decrease is primarily a result of reductions of approximately $234,000 in sales and marketing costs, and approximately $60,000 in general and administrative costs. Partially offsetting the decreases is an increase of approximately $4,000 in depreciation and amortization costs, and approximately $18,000 in costs of sales.
Previous wording
For the three months ended March 31, 2025, costs and expenses related to the NAPW Network decreased by approximately $58,000, or 32.6%, as compared to the same period in the prior year. The decrease is predominantly due to a reduction in approximately $20,000 in sales and marketing costs, approximately $18,000 in depreciation and amortization costs, approximately $14,000 in general and administrative costs, and approximately $6,000 in costs of sales.
Current wording
For the six months ended June 30, 2025, costs and expenses related to the NAPW Network decreased by approximately $78,000, or 24.5%, as compared to the same period in the prior year. The decrease is predominantly due to a reduction in approximately $15,000 in sales and marketing costs, approximately $37,000 in depreciation and amortization costs, approximately $24,000 in general and administrative costs, and approximately $2,000 in costs of sales.
Previous wording
For the three months ended March 31, 2025, cost and expenses related to RemoteMore increased by approximately $37,000, or 6.9%, as compared to the same period in the prior year, predominantly due to an increase in costs of sales approximately $37,000.
Current wording
For the three months ended June 30, 2025, cost and expenses related to RemoteMore increased by approximately $217,000, or 39.5%, as compared to the same period in the prior year, predominantly due to an increase in costs of sales approximately $217,000.
Previous wording
For the three months ended March 31, 2025, costs and expenses related to Corporate Overhead increased by approximately $33,000, or 6.6%, as compared to the same period in the prior year. The increase is predominantly due to an increase of $69,000 in legal costs, and $55,000 filing and investor relations expenses. Partially offsetting the increases is a decrease of approximately $64,000 in payroll and bonus related costs, $18,000 in insurance costs and $9,000 in accounting costs.
Current wording
For the six months ended June 30, 2025, costs and expenses related to Corporate Overhead decreased by approximately $25,000, or 2.8%, as compared to the same period in the prior year. The decrease is predominantly due to a decrease of approximately $160,000 in payroll, bonus-related, and board costs, $36,000 in insurance costs, and $10,000 in accounting costs. These decreases were partially offset by an increase of approximately $117,000 in legal costs and $64,000 in filing and investor relations expenses
Previous wording
During the three months ended March 31, 2025 and 2024, we recorded an income tax expense of approximately $0 and an income tax expense of approximately $2,000, respectively.
Current wording
During the three months ended June 30, 2025 and 2024, we recorded an income tax expense of approximately $0 and an income tax expense of approximately $4,000, respectively.
Previous wording
Consolidated Net Loss from Continuing Operations, Net of Tax. As the result of the factors discussed above, during the three months ended March 31, 2025, we incurred a net loss from continuing operations of approximately $741,000, a decrease in the net loss of approximately $66,000, compared to a net loss of approximately $807,000 during the three months ended March 31, 2024.
Current wording
Consolidated Net Loss from Continuing Operations, Net of Tax. As the result of the factors discussed above, during the three months ended June 30, 2025, we incurred a net loss from continuing operations of approximately $492,000, a decrease in the net loss of approximately $94,000, compared to a net loss of approximately $586,000 during the three months ended June 30, 2024. As the result of the factors discussed above, during the six months ended June 30, 2025, we incurred a net loss from continuing operations of approximately $1,233,000, a decrease in the net loss of approximately $160,000, compared to a net loss of approximately $1,393,000 during the six months ended June 30, 2024.
Previous wording
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 March 31, 2025, we had cash and cash equivalents of approximately $496,000 compared to cash and cash equivalents of approximately $1,731,000 at December 31, 2024. We had an accumulated deficit of approximately $103,000,000 at March 31, 2025.
Current wording
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 June 30, 2025, we had cash and cash equivalents of approximately $125,000 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 deficiency of approximately $1,919,000 at June 30, 2025. We had an accumulated deficit of approximately $103,613,000 at June 30, 2025.
Previous wording
We continue to focus on our overall profitability by altering our strategies in targeting new clients and reducing operating and overhead expenses. We have continued to generate negative cash flows from operations, and we expect to incur net losses for the foreseeable future and this may have an effect on our liquidity and financial position. 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, 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.
Current wording
The significant decrease in our cash and cash equivalents and working capital during the first six months of 2025 was primarily due to cash used in operating activities of $780,000 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.
Previous wording
Net cash used in operating activities from continuing operations during the three months ended March 31, 2025, was approximately $284,000. We had a net loss from continuing operations of approximately $741,000 during the three months ended March 31, 2025, which included stock-based compensation expense of approximately $37,000, depreciation and amortization expense of approximately $41,000, provision for doubtful accounts of approximately $10,000, unrealized loss on investment of approximately $44,000, and noncash lease expense of $23,000. Changes in operating assets and liabilities provided approximately $303,000 of cash during the three months ended March 31, 2025.
Current wording
Net cash used in operating activities from continuing operations during the six months ended June 30, 2025, was approximately $780,000. We had a net loss from continuing operations of approximately $1,233,000 during the six months ended June 30, 2025, which included stock-based compensation expense of approximately $22,000, depreciation and amortization expense of approximately $82,000, provision for doubtful accounts of approximately $18,000, unrealized loss on investment of approximately $44,000, and noncash lease expense of $46,000. Changes in operating assets and liabilities provided approximately $242,000 of cash during the six months ended June 30, 2025.
Previous wording
Net cash used in operating activities from continuing operations during the three months ended March 31, 2024, was approximately $543,000. We had a net loss from continuing operations of approximately $807,000 during the three months ended March 31, 2024, which included stock-based compensation expense of approximately $83,000, depreciation and amortization expense of approximately $52,000, provision for doubtful accounts of approximately $32,000, and noncash lease expense of $23,000. Changes in operating assets and liabilities provided approximately $74,000 of cash during the three months ended March 31, 2024.
Current wording
Net cash used in operating activities from continuing operations during the six months ended June 30, 2024, was approximately $768,000. We had a net loss from continuing operations of approximately $1,393,000 during the six months ended June 30, 2024, which included stock-based compensation expense of approximately $110,000, depreciation and amortization expense of approximately $107,000, provision for doubtful accounts of approximately $36,000, and noncash lease expense of $46,000. Changes in operating assets and liabilities provided approximately $327,000 of cash during the six months ended June 30, 2024.
Previous wording
Net cash used in investing activities during the three months ended March 31, 2025, was approximately $1,300,000 which is related to the investment in 13% of AI Geometric Ltd's outstanding shares.
Current wording
Net cash used in investing activities during the six months ended June 30, 2025, was approximately $1,304,000 which is primary related to the investment in 13% of AI Geometric Ltd's outstanding shares.
Previous wording
Net cash used in investing activities from continuing operations during the three months ended March 31, 2024, was approximately $83,000, which consisted of investments in developed technology and computer equipment purchases
Current wording
Net cash used in investing activities from continuing operations during the six months ended June 30, 2024, was approximately $153,000, which consisted of investments in developed technology and computer equipment purchases
Previous wording
Net cash provided in financing activities during the three months ended March 31, 2024 was approximately $95,000 representing the proceeds from the sale of common stock.
Current wording
Net cash provided in financing activities during the six months ended June 30, 2025, was approximately $478,000 representing the proceeds from the sale of common stock and proceeds from short-term debt.
Previous wording
Net cash provided in financing activities during the three months ended March 31, 2025, was approximately $349,000 representing the proceeds from the sale of common stock.
Current wording
Net cash provided in financing activities during the six months ended June 30, 2024 was approximately $912,000 representing the proceeds from the sale of common stock and proceeds from minority partners.
Previous wording
The following table provides a reconciliation of Adjusted EBITDA to net loss from continuing operations, the most directly comparable GAAP measure reported in our consolidated financial statements, for the three months ended March 31, 2025 and 2024:
Current wording
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 six months ended June 30, 2025 and 2024:
Previous wording
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 three months ended March 31, 2025 and 2024, we recorded approximately 2% 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.
Current wording
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 six months ended June 30, 2025 and 2024, we recorded approximately 2% 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.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
Sales and marketing expense: Sales and marketing expense during the six months ended June 30, 2025 was approximately $1,065,000 a decrease of approximately $537,000, or 33.5%, from $1,602,000 during the same period in the prior year. The decrease was predominantly attributed to approximately $397,000 of reduced payroll and commission related costs and $140,000 reduction in marketing and marketing related consulting and software costs.
Current report — wording carried from elsewhere
General and administrative expense: General and administrative expenses decreased by approximately $261,000, or 14.4%, to approximately $1,553,000 during the six months ended June 30, 2025, as compared to approximately $1,814,000 during the same period in the prior year. The decrease in expenses was predominantly due to reductions of approximately $161,000 of salaries and related benefit charges, and $100,000 of share based compensation expenses.
Current report — wording carried from elsewhere
Depreciation and amortization expense: Depreciation and amortization expense during the six months ended June 30, 2025 was approximately $82,000, a decrease of approximately $25,000 or 23.4%, compared to approximately $107,000 during the same period in the prior year. The decrease was primarily attributable to the amortization of trade name and other intangible assets.
Current report — wording carried from elsewhere
For the six months ended June 30, 2025, costs and expenses related to our TalentAlly Network segment decreased by approximately $604,000, or 24.1%, as compared to the same period in the prior year. The decrease is primarily a result of reductions of approximately $479,000 in sales and marketing costs, and approximately $182,000 in general and administrative costs. Partially offsetting the decreases is an increase of approximately $9,000 in depreciation and amortization costs, and approximately $48,000 in costs of sales.
Current report — wording carried from elsewhere
For the six months ended June 30, 2025, cost and expenses related to RemoteMore increased by approximately $253,000, or 23.3%, as compared to the same period in the prior year, predominantly due to an increase in costs of sales approximately $253,000.
Current report — wording carried from elsewhere
During the six months ended June 30, 2025 and 2024, we recorded an income tax expense of approximately $0 and an income tax expense of approximately $6,000, respectively.