Professional Diversity Network, Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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.
FY2025 · Filed Mar 31, 2026
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 2024-12-31; filed 2025-03-31.
0001437749-25-010108
ITEM 7. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-31.
0001437749-26-010515
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 126 current paragraphs.
79 unchanged; 17 reworded; 30 added; 14 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 15 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 (30)
Current report
In 2025, we began evaluating and pursuing certain initiatives relating to Web3.0 technologies, digital assets, and RWA tokenization. These activities represent an expansion beyond our historical professional networking and recruitment platform operations. These initiatives include significant investments in musical works copyrights and native utility digital tokens. As of December 31, 2025, these initiatives remain in early stages of development, and we have not generated material revenue from such activities.
Current report
*Licensing Service.*The Company’s licensing service initiatives are in the early stages of development. Since September 2025, the Company has acquired the copyrights to 28 original musical works. As of December 31, 2025, the copyright assets have not generated revenue. The Company is in the process of developing and implementing commercialization strategies, including licensing and promotional activities, for these copyright assets. While management intends to pursue revenue-generating opportunities related to these assets, there can be no assurance as to the timing or extent of any revenue that may be generated.
Current report
Total revenues decreased by approximately $184,000, or 2.7%, from approximately $6,731,000 for the year ended December 31, 2024, to approximately $6,547,000 for the year ended December 31, 2025. The decrease was primarily attributable to an approximately $995,000 decline in recruitment services and consumer advertising revenues related to TalentAlly operations and an approximately $86,000 decline in membership fees and related services revenues associated with NAPW operations, compared to the same period in the prior year. Partially offsetting these decreases was an approximately $897,000 increase in RemoteMore’s contracted software development revenues compared to the same period in the prior year. The decline in TA and NAPW revenues was a result of weaker hiring demand, reduced employer spending, and lower membership activity, while the revenue from RemoteMore grew due to increased demand for remote software development and outsourced technical services. As of December 31, 2025, the copyright assets have not generated revenue.
Current report
During the year ended December 31, 2025, RemoteMore revenue was approximately $2,727,000, compared to revenues of approximately $1,830,000 during the same period in the prior year, an increase of approximately $897,000. The increase was primarily driven by higher demand for remote software development services and outsourced technical solutions, reflecting broader industry trends toward distributed workforces and increased adoption of AI-related technologies. Despite the revenue growth, cost of revenues increased during the period, primarily due to higher costs associated with sourcing and retaining qualified remote developers, including increased compensation and related expenses. As a result, the gross margin for RemoteMore remained relatively consistent with the prior year.
Current report
Costs and expenses related to our TalentAlly Network decreased approximately $824,000 or 18.3%, during the year ended December 31, 2025, as compared to the prior year. The decrease was primarily attributable to reductions in sales and marketing expenses (approximately $741,000), driven by lower revenue levels and improved operational efficiency, which resulted in decreased spending on payroll, marketing, consulting, and other related services. General and administrative expenses decreased by approximately $139,000, primarily due to lower payroll-related costs and reduced office-related expenses. These decreases were partially offset by an increase in cost of revenues of approximately $49,000, primarily due to higher labor capitalization expenses for website development and incremental contractor expenses supporting operations, and an increase in depreciation and amortization expenses of approximately $7,000, reflecting the addition of new capitalized assets during the period.
Current report
Costs and expenses related to the NAPW Network decreased approximately $98,000, or 17.1%, during the year ended December 31, 2025, as compared to the prior year. The decrease was primarily attributable to reductions in sales and marketing expenses of approximately $17,000, mainly due to lower membership promotion activities and reduced marketing-related consulting costs. General and administrative expenses decreased by approximately $36,000, primarily driven by lower payroll-related costs and reduced office and administrative expenses. Depreciation and amortization expenses decreased by approximately $56,000, reflecting the fully depreciated status of certain assets from prior periods. These decreases were partially offset by an increase in cost of revenues of approximately $11,000, primarily due to higher operational costs required to support NAPW membership services over the long term.
Current report
Costs and expenses related to RemoteMore increased approximately $906,000, or 42.3%, during the year ended December 31, 2025, as compared to the prior year. The increase was primarily attributable to higher contractor costs and consulting service expenses, driven by increased revenue activity and the need for additional technical and project support to meet client demand.
Current report
Corporate licensing service expenses increased approximately $3,413,000 or 100% during the year ended December 31, 2025, as compared to the prior year. The increase was primarily attributable to professional consultancy services of approximately $3,316,000, incurred in connection with the Company’s planned expansion into copyright, Web3.0, digital asset, and real-world asset platforms, and $97,000 legal costs. These consultancy services included strategic planning, market research, platform design, and technical advisory services necessary to support the Company’s entry into these new business areas.
Current report
Corporate overhead expenses increased approximately $466,000 or 24.5% during the year ended December 31, 2025, as compared to the prior year. The contributors to the increase included legal costs (approximately $263,000), filing fees (approximately $136,000), investor relations expenses (approximately $47,000), and accounting expenses (approximately $20,000), primarily related to legal support, regulatory filings, investor communications, and accounting support required to implement the Company’s business expansion initiatives.
Current report
In February 2025*,* the Company received a Written Notice from a single 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.
Current report
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.
Current report
In February 2025*,* 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.
Current report
In March 2025*,* the Company filed a certificate of amendment to its 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.
Current report
In July 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.
Current report
In August 2025, the Company secured approximately $320,000 of short-term debt, which is interest-free and non-material in amount. The proceeds from this financing are classified as a cash inflow from financing activities in the accompanying consolidated statements of cash flows. The debt was obtained to provide additional liquidity to support the Company’s operations and strategic initiatives and does not impose any significant financial obligations.
Current report
In September 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 offorty (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 December 31, 2025, the Company had paid $3,700,000 under the High Wave Agreement to purchase 15 original musical works. On December 16, 2025, the Company entered into an amendment to the copyright transfer agreement (the “First Amendment to High Wave Copyright Transfer Agreement”), pursuant to which the Company retained the right, but not the obligation, to purchase the remaining twenty-five (25) musical works for total consideration of $6,300,000. If the Company elects to proceed with such purchase, the Company and High Wave will mutually agree on the delivery schedule and payment terms for the remaining works.
Current report
In September 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 were 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 October 7, 2025, Streeterville funded the remaining $4,602,275.00 to the Deposit Account. In the fourth quarter of 2025, the Company issued 1,005,986 shares of its Common Stock to Streeterville Capital, LLC, at a price range of $1.31 to $2.70 per share, resulting in aggregate gross proceeds of $2,250,000.
Current report
In September 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. 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”), with an aggregate value of approximately $1,629,080, based on the closing price of $2.93 per share on September 12, 2025, 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.
Current report
In September 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 Section4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. The B&W Capital Consulting Agreement contains customary representations, warranties and covenants.
Current report
In November 2025, the Company entered into a copyright transfer agreement with Shohan Event Organizers Co., L.L.C. , a non-affiliated accredited investor. Pursuant to the Copyright Agreement, the Company agreed to acquire five (5) original musical works from the Copyright Seller. 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, or a combination thereof. The board of directors of the Company approved payment of the consideration through the issuance of 927,600 shares of Common Stock, with an aggregate value of approximately $1,604,748, based on the closing price of $1.73 per share on November 24, 2025, subject to the limitations of Listing Rule 5635 of The Nasdaq Stock Market LLC. The Copyright Shares will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.
Current report
In November 2025, the Company entered into a consultancy agreement with Deeptrade PTY LTD , a non-affiliated accredited investor. Pursuant to the Consultancy Agreement, the Consultant agreed to provide the Company with professional consultancy services relating to the Company’s intended expansion into Web3.0, digital asset, and real-world-asset platform for a total consideration of $1,616,000. Under the terms of the Consultancy Agreement, consideration could be paid in cash, shares of the Company’s Common Stock, par value $0.01 per share, or a combination thereof. The board of directors of the Company approved payment of the consideration through the issuance of 898,000 shares of Common Stock, subject to the limitations of Listing Rule 5635 of The Nasdaq Stock Market LLC (the “Consultancy Shares”). The Consultancy Shares were issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder. The Consultancy Agreement contains customary representations, warranties and covenants.
Current report
In December 2025, in connection with the closing of the Company’s equity financing, the outstanding $150,000 convertible note issued in July 2025, together with accrued interest, was converted into 101,351 shares of the Company’s common stock at a conversion price of $1.48 per share. Upon conversion, the carrying amount of the convertible note, including accrued interest, was reclassified to Common Stock and additional paid-in capital. No gain or loss was recognized upon conversion.
Current report
In December 2025, the Company entered into a purchase agreement with DeeptradeX.ai, an Australian-based digital asset trading platform, pursuant to which the Company agreed to acquire an aggregate of 25,937,800 native utility digital tokens issued by the Seller (the “DTT Tokens”). The DTT Tokens are intended to function as a medium of exchange for services on the Seller’s Web3.0 digital asset platform and do not represent equity, debt, dividends, governance rights or profit-sharing interests. The total consideration for the DTT Tokens is $2,593,780, payable, at the Company’s election, in cash, shares of Common Stock, or a combination thereof. The board of directors of the Company approved payment of the consideration through the issuance of 1,358,000 shares of Common Stock, subject to the limitations of Listing Rule 5635 of The Nasdaq Stock Market LLC and the shares were issued on January 2, 2026. The Consideration Shares was be 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 DTT Tokens will be delivered to a wallet address designated by the Company and will be subject to a 12-month lock-up period followed by a 24-month linear vesting period, with releases occurring automatically pursuant to an immutable smart contract. The Purchase Agreement contains customary representations, warranties and covenants, including representations regarding regulatory compliance, token functionality and indemnification for certain regulatory matters.
Current report
Restricted Cash
Current report
Restricted cash represents proceeds from the Company’s stock issuances held in a designated holding account and subject to contractual and administrative restrictions on use. These restrictions limit the Company’s ability to access the funds until specified conditions are satisfied. As of December 31, 2025, the Company had $1,250,000 of restricted cash, which is presented separately from cash and cash equivalents on the consolidated balance sheets. The timing of the release of such funds is dependent upon the satisfaction of the applicable conditions, and there can be no assurance as to when such restrictions will be lifted. Upon release, the amounts will be reclassified to cash and cash equivalents and may be used for general corporate purposes.
Current report
Net cash used in investing activities from continuing operations during the year ended December 31, 2025 was approximately $5,004,000, which is primary related to the $1,300,000 investment in 13% of AI Geometric Ltd’s outstanding shares, the $3,700,000 purchase of intangible assets, and approximately $4,000 in purchases of property and equipment.
Current report
The Company’s critical accounting estimates include the valuation of intangible assets acquired, the determination of the useful lives of finite-lived intangible assets, the assessment of impairment of long-lived assets, and the timing of when such assets are placed into service and begin amortization. These estimates require significant management judgment and are based on assumptions regarding future cash flows, market conditions, and the timing of commercialization. Due to the inherent uncertainty associated with these estimates, actual results may differ from those estimates, and such differences could have a material impact on the Company’s financial condition and results of operations.
Current report
The Company determines the fair value of intangible assets using valuation techniques appropriate for the nature of the asset, including the income approach, market approach, or cost approach. These valuation techniques require the use of significant estimates and assumptions, including projected future cash flows, discount rates, market multiples, and other relevant factors. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Changes in the underlying assumptions could materially affect the estimated fair value of intangible assets and any related impairment charges.
Current report
Copyright assets are classified as finite-lived intangible assets and are amortized over their estimated useful lives, which are based on the pattern in which the economic benefits are expected to be consumed. Amortization commences when the assets are placed into service and are ready for their intended use. The Company evaluates these assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
Current report
Crypto assets are recorded at fair market value and classified as intangible assets on the consolidated balance sheet. These assets are initially recognized at cost and subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations. Fair value is determined using quoted market prices in active markets for identical assets. Gains and losses resulting from changes in fair value are recognized in earnings in the period in which they occur.
Removed paragraphs (14)
Previous report
ITEM 7 - MANAGEMENT**’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous report
Results of Operations
Previous report
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 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.
Previous 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.
Previous 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.
Previous report
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 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.
Previous report
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 report
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 report
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 report
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 report
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 report
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.
Reworded paragraphs (17)
Previous wording
We generate revenue from (i) paid membership subscriptions and related services, (ii) recruitment services, (iii) contracted software development, and (iv) consumer advertising and consumer marketing solutions. The following table sets forth our revenues from each significant 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.
Current wording
We generate revenue from (i) paid membership subscriptions and related services, (ii) recruitment services, (iii) contracted software development, (iv) consumer advertising and consumer marketing solutions, and (v) licensing service. The following table sets forth our revenues from each significant 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.
Previous 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.
Current wording
During the year ended December 31, 2025, our TalentAlly Network generated approximately $3,477,000 in revenues compared to $4,472,000 in revenues during the year ended December 31, 2024, a decrease of approximately $995,000 or 22.2%. The decrease was primarily due to decreases in TalentAlly’s direct sales revenues of approximately $360,000, e-commerce revenues of approximately $134,000, revenues related to sales by our third-party partner alliance of approximately $177,000, event sales revenue of approximately $307,000 and other and partner sales revenues of approximately $17,000, compared to the same period in the prior year. The decline in revenue was primarily driven by reduced demand for online recruitment and hiring solutions, consistent with broader market conditions affecting the talent acquisition industry. In addition, certain employers moderated or deferred spending on diversity, equity, and inclusion focused initiatives, which contributed to the decrease in demand for certain of our offerings. The Company continues to monitor these trends and adjust its operating strategy accordingly.
Previous 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.
Current wording
During the year ended December 31, 2025, NAPW Network revenues were approximately $343,000, compared to revenues of $429,000 during the year ended December 31, 2024, a decrease of approximately $86,000 or 20.0%. The decrease in revenues was primarily due to an approximate $54,000 decrease in renewal membership, an approximately $27,000 decrease in new membership revenues, and an approximate $5,000 decrease in partner sales and other revenue, as compared to the same period in the prior year. The decline was primarily driven by reduced demand for membership-based professional networking organizations, reflecting broader shifts in market preferences. In addition, reduced access to funding and capital for certain segments of entrepreneurs, including women entrepreneurs, has impacted their ability and willingness to participate in fee-based membership programs and related events, which contributed to lower membership acquisition and renewal activity during the period.
Previous 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:
Current wording
Total costs and expenses increased for the year ended December 31, 2025, to approximately $12,999,000 compared to $9,136,000 for the year ended December 31, 2024. The approximate $3,863,000, or 42.3%, increase in costs and expenses was primarily attributable to the following:
Previous wording
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 wording
During the years ended December 31, 2025, and 2024, we recorded income tax expenses of $0 and $6,000.
Previous 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.
Current wording
Consolidated Net Loss from Continuing Operations. As the result of the factors discussed above, during the year ended December 31, 2025, we incurred a net loss of approximately $6,511,000 from continuing operations, an increase in net loss of approximately $3,916,000 or 150.9% from a net loss of $2,595,000 for the year ended December 31, 2024.
Previous 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.
Current wording
As of December 31, 2025, we had cash and cash equivalents of approximately $217,000 compared to cash and cash equivalents of approximately $1,731,000 at December 31, 2024. Our principal sources of liquidity are our cash and cash equivalents, including net proceeds from the issuances of Common Stock. As of December 31, 2025, we had a working capital deficit from continuing operations of approximately $4,043,000, compared to a working capital from continuing operations of approximately $271,000 as of December 31, 2024. We had an accumulated deficit of approximately $108,866,000 at December 31, 2025. During the years ended December 31, 2025, and 2024, we generated a net loss from continuing operations, net of tax, of approximately $6,511,000 and $2,595,000 and used cash from continuing operations of approximately $2,087,000 and $2,501,000.
Previous wording
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 wording
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 Common Stock Purchase Agreement (“Purchase Agreement”) in connection with the committed equity line program in accordance with Section 7.1 thereof, effective on the fifth business day thereafter. Consequently, no further shares of Common Stock will be sold under the Purchase Agreement.
Previous wording
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 wording
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 former 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.
Previous wording
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 wording
In November 2024, the Company entered into a stock purchase agreement with a single institutional investor, in connection with the purchase thereby 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 at a price of $8.00 per share (or $7.90 per Pre-Funded Warrant) for aggregate gross proceeds of $1,989,000.
Previous wording
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 wording
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 Stock, or a total of 113,636 shares at a price of $4.40 per share. In addition to the 9% share purchase from QBSG Limited in September 2022, the Company now owns the right to receive 15% of all distributions and dividends by QBSG Limited.
Previous 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.
Current wording
While we believe that our cash and cash equivalents of approximately $217,000, at December 31, 2025, and cash flow from operations, may be sufficient to meet our working capital requirements for the fiscal year 2026, 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
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.
Current wording
Net cash used in operating activities from continuing operations during the year ended December 31, 2025 was $2,087,000. We had a net loss from continuing operations of $6,511,000 during the year ended December 31, 2025, which included share-based compensation expense of approximately $3,596,000, depreciation and amortization expense of approximately $158,000, the provision for losses on accounts receivable of approximately $143,000, noncash lease expense of approximately $91,000, and unrealized loss on investment of $44,000. Changes in operating assets and liabilities provided approximately $392,000 of cash increase during the year ended December 31, 2025, consisting primarily of an approximate $582,000 increase in accounts payable, an approximate $470,000 increase in accrued expenses, an approximate $268,000 decrease in accounts receivable, and an approximate $25,000 increase in other current liabilities, which was partially offset by an approximate $649,000 decrease in deferred revenues, an approximate $196,000 increase in prepaid expenses and other assets, and an approximate $108,000 decrease in lease liability.
Previous 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.
Current wording
During the year ended December 31, 2024, net cash used in investing activities from continuing operations 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.
Previous wording
Net cash provided by financing activities from continuing operations during the year ended December 31, 2023, was approximately $3,364,000, which reflected the proceeds from the sale of common stock as described above.
Current wording
Net cash provided by financing activities from continuing operations during the year ended December 31, 2025, was approximately $6,827,000, which reflected the proceeds from the sale of Common Stock, and debt that was both interest-free and non-material, as described above.
Previous 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.
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 no-controlling interests as described above.
Previous 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.
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, 2025, and 2024, we recorded approximately 0.9% and 4.6% of our recruitment services revenue from this alliance sales relationship.