Professional Diversity Network, Inc.

1. Description of Business

Professional Diversity Network, Inc. is both the operator of the TalentAlly Network (the “Company,” “we,” “our,” “us,” “PDN” or the “Professional Diversity Network”) and a holding company for NAPW, Inc., a wholly-owned subsidiary of the Company and the operator of the National Association of Professional Women (the “NAPW Network” or “NAPW”). The TalentAlly Network operates online professional networking communities with career resources specifically tailored to the needs of different diverse cultural groups including Women, Hispanic-Americans, African-Americans, Asian-Americans, persons with disabilities, Military Professionals, Lesbians, Gay, Bisexual, Transgender and Queer (LGBTQ+), and Students and Graduates seeking to transition from education to career. The networks’ purposes, among others, are to assist its registered users in their efforts to connect with like-minded individuals, identify career opportunities within the network and connect with prospective employers. The Company’s technology platform is integral to the operation of its business.

The NAPW Network is a networking organization for professional women, whereby its members can develop their professional networks, further their education and skills, and promote their business and career accomplishments. NAPW provides its members with opportunities to network and develop valuable business relationships with other professionals through its website, as well as at events hosted at its local chapters across the country.

RemoteMore USA is an innovative, global entity that provides remote-hiring marketplace services for developers and companies. Companies are connected with reliable, cost-efficient, vetted developers, and empower every developer to find a meaningful job regardless of their location.

During fiscal year2025, the Company initiated a strategic transformation to expand beyond its traditional online professional networking and talent marketplace operations and intoWeb3.0, copyrights, digital asset, and real-world asset (“RWA”) platform initiatives. This transformation reflects management’s objective to diversify revenue streams, integrate emerging technologies, and position the Company within blockchain-enabled digital ecosystems, particularly in Asia-Pacific markets. Management’s strategic plan* may*involve additional investments in technology, partnerships, and human capital to support these initiatives.

2. Going Concern and Management’s Plans

At* December 31, 2025*, the Company’s principal sources of liquidity were its cash and cash equivalents and the net proceeds from the sale of common stock, par value $0.01 per share (“Common Stock”) during thetwelve months ended* December 31, 2025*.

The Company had an accumulated deficit of $108,865,674 on* December 31, 2025*. During the year ended* December 31, 2025*, the Company generated a net loss from continuing operations of $6,452,584 and used cash in continuing operations during thetwelve months ended* December 31, 2025*, of $2,087,643. On* December 31, 2025*, the Company had a cash balance of $216,954. Total revenues during the year ended* December 31, 2025*, were $6,546,739 compared to total revenues of $6,730,605 during the year ended* December 31, 2024*. The Company had a working capital deficit from continuing operations of $4,043,028 and a working capital from continuing operations of $270,695 on* December 31, 2025,and2024*. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan, raise capital through the issuance of Common Stock, and generate revenues. The consolidated financial information contained herein doesnot include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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Management believes that its available cash on hand and cash flow from operations* maybe sufficient to meet our working capital requirements through the fiscal period ending December 31,2026, however in order to accomplish our business plan objectives, the Company will need to continue its cost reduction efforts, increase revenues, raise capital through the issuance of Common Stock, or through a strategic merger or acquisition. There can beno assurances that our business plans and actions will be successful, that we will generate anticipated revenues, or that unforeseen circumstances willnot require additional funding sources in the future or require an acceleration of plans to conserve liquidity. Future efforts to improve liquidity through the issuance of our Common Stock maynot* be successful, or if available, they* maynot* be available on acceptable terms.

3. Summary of Significant Accounting Policies

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

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

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

Principles of Consolidation - The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and those subsidiaries where less than50% is owned but consolidation is required. All significant intercompany balances and transactions have been eliminated in consolidation.

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

Accounts Receivable and Allowance for Credit Losses - The Company’s accounts receivable consists principally of uncollateralized amounts billed to customers. These receivables are generally due within30 to90 days of the period in which the corresponding sales occur and donot bear interest. They are recorded at net realizable value less an allowance for credit losses and are classified as account receivable, net on the consolidated balance sheets.

The Company considers both current conditions and reasonable and supportable forecasts of future conditions when evaluating expected credit losses for uncollectible receivable balances. In our determination of the allowance for credit losses, we pool receivables by days outstanding and apply an expected credit loss percentage to each pool. The expected credit loss percentage is determined using historical loss data adjusted for current conditions and forecasts of future economic conditions. Current conditions considered include predefined aging criteria, as well as specified events that indicate the balance due isnot collectible. Reasonable and supportable forecasts used in determining the probability of future collection consider publicly available macroeconomic data and whether future credit losses are expected to differ from historical losses.

The Company isnot party to any off-balance sheet arrangements that would require an allowance for credit losses in accordance with this accounting standard.

Allowance for Credit Losses

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

The numbers presented above relate solely to our portfolio of trade accounts receivable asno allowance for credit losses was recognized on other receivables as presented on our consolidated balance sheets.

Other Receivables* – Other receivables represent amounts that are owed to the Company that arenot* considered trade receivables. The Company periodically reviews its other receivables for credit risk to determine whether an allowance is necessary and other factors that* mayindicate that the realization of an account maybe in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2025*, the balance in other receivables as reported on the consolidated balance sheet was deemed collectible.

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Property and Equipment - Property and equipment are stated at cost, including any cost to place the property into service, less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets, which currently range from three tofive years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the lease. Maintenance, repairs and minor replacements are charged to operations as incurred; major replacements and betterments are capitalized. The cost of any assets sold or retired and related accumulated depreciation are removed from the accounts at the time of disposition, and any resulting profit or loss is reflected in income or expense for the period. Depreciation expense for the years ended* December 31, 2025,and2024* was $16,517 and $11,936, respectively, and is recorded in depreciation and amortization expense in the accompanying consolidated statements of operations. Accumulated depreciation as of* December 31, 2025*, and2024, was $53,251 and $36,734, respectively.

***Lease Obligations -*The Company leases office space under a non-cancelable operating lease that expires through September 2027.The Company's facility lease provides for periodic rent increases and maycontain escalation clauses and renewal options. The Company's lease terms include options to extend the lease if they are reasonably certain of being exercised.

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

The Company determines if a contract contains a lease at lease inception. If the borrowing rate implicit in the lease isnot determinable, the Company uses its incremental borrowing rate ("IBR") based on information available at lease commencement including prevailing financial market conditions to determine the present value of future lease payments. The Company has elected the option to combine lease and non-lease components as a single component for the Company's entire population of lease assets.

Operating lease assets and lease liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease paymentsnot yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, and lease incentives. The Company has electednot to apply the recognition requirements to short-term leases of12 months or less and instead recognizes lease payments as expense on a straight-line basis over the lease term. The Company’s lease agreements donot contain any material residual value guarantees or material restrictive covenants. Leased assets are presented net of accumulated amortization. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates or usage, arenot included in the ROU assets or liabilities; instead, these are expensed as incurred and recorded as variable lease expense.

Capitalized Technology Costs - In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)350-40, Internal-Use Software, the Company capitalizes certain external and internal computer software costs incurred during the application development stage. The application development stage generally includes software design and configuration, coding, testing and installation activities. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Capitalized software costs are amortized over the estimated useful lives of the software assets on a straight-line basis, generallynot exceedingthree years.

Business Combinations - ASC805, Business Combinations (“ASC805”), applies the acquisition method of accounting for business combinations to all acquisitions where the acquirer gains a controlling interest, regardless of whether consideration was exchanged. ASC805 establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Accounting for acquisitions requires the Company to recognize, separately from goodwill, the assets acquired, and the liabilities assumed at their acquisition-date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition-date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which* maybe up toone* year from the acquisition date, the Company* mayrecord adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the interim financial information. (See Note4* – Business Combinations.)

Goodwill and Intangible Assets - The Company accounts for goodwill and intangible assets in accordance with ASC350, Intangibles – Goodwill and Other (“ASC350”). ASC350 requires that goodwill and other intangibles with indefinite lives should be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. (See Note4 – Business Combinations and Note7 – Intangible Assets.)

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Goodwill is tested for impairment at the reporting unit level on an annual basis (* December 31)and between annual tests if an event occurs or circumstances change that would more likely thannot* reduce the fair value of a reporting unit below its carrying value. The Company considers its market capitalization and the carrying value of its assets and liabilities, including goodwill, when performing its goodwill impairment test.

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

Contingent Liabilities– Our determination of the treatment of contingent liabilities in the consolidated financial statements is based on our view of the expected outcome of the applicable contingency. In the ordinary course of business, we consult with legal counsel on matters related to litigation and other experts both within and outside our Company. We accrue a liability if the likelihood of an adverse outcome is probable and the amount of loss is reasonably estimable. We disclose the matter, but donot accrue a liability if the likelihood of an adverse outcome is reasonably possible and an estimate of loss isnot determinable. Legal and other costs incurred in conjunction with loss contingencies are expensed as incurred.

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

Revenue Recognition* – Revenue is recognized when all of the following conditions exist: (1) persuasive evidence of an arrangement exists, (2) services are performed, (3) the sales price is fixed or determinable, and (4) collectability is reasonably assured. (See Note5* – Revenue Recognition.)

Deferred revenue includes customer payments, which are received prior to performing services and revenues are recognized as benefits are provided to the customer. Annual membership fees collected at the time of enrollment are recognized as revenue ratably over the membership period, which are typically for a12-month membership period.

Advertising and Marketing Expenses* – Advertising and marketing expenses are expensed as incurred or thefirst* time the advertising takes place. The production costs of advertising are expensed thefirst time the advertising takes place. For the years ended* December 31, 2025,and2024*, the Company incurred advertising and marketing expenses of $508,088 and $746,490. These amounts are included in sales and marketing expenses in the accompanying consolidated statements of operations and comprehensive loss.

Concentrations of Credit Risk - Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents and accounts receivable. The Company places its cash with high credit quality institutions. At times, such amounts* maybe in excess of the Federal Deposit Insurance Corporation insurance limits. The Company hasnot* experienced any losses in such accounts and believes that it isnot exposed to any significant credit risk on the account.

Income Taxes - The Company accounts for income taxes in accordance with ASC740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement basis and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely thannot that the benefit of such deferred tax asset willnot be realized in future periods. If it becomes more likely thannot that a tax asset will be used, the related valuation allowance on such assets would be reduced.

ASC740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with ASC740-20 and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There wereno unrecognized tax benefits as of* December 31, 2025*. The Company is currentlynot aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company* maybe subject to potential income tax examinations by Federal or state tax authorities. These potential examinations mayinclude questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. Management doesnot* expect that the total amount of unrecognized tax benefits will materially change over the nexttwelve months. Tax years that remain open for assessment for Federal and state tax purposes include the years ended* December 31, 2022through2024.*

The Company’s policy for recording interest and penalties associated with audits is to record such expenses as a component of income tax expense. There wereno amounts accrued for penalties or interest as of* December 31, 2025*.

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

Net Loss per Share - The Company computes basic net loss per share by dividing net loss available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into Common Stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic net loss per share for the years ended* December 31, 2025,and2024*, excludes the potentially dilutive securities summarized in the table below because their inclusion would be anti-dilutive.

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Recent Accounting Pronouncements

ASU2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40). In* November 2024,the Financial Accounting Standards Board (“FASB”) issued ASU2024*-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures. The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. This ASU is effective for annual reporting periods beginning after* December 15, 2026,and interim periods within annual reporting periods beginning after December 15, 2027,*with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

ASU2025-01, Income Statement—Expense Disaggregation Disclosures (Issued* January 2025).In January 2025,the FASB issued ASU2025*-01, which clarifies the effective date of prior guidance requiring enhanced disaggregation of certain expense captions presented on the income statement. The amendments are effective for annual periods beginning after* December 15, 2026,*and interim periods thereafter. The Company is currently assessing the impact of this guidance.

ASU2025-05, Financial Instruments—Credit Losses (Topic326): Measurement of Current Receivables. In* May 2025,the FASB issued ASU2025*-05, which provides additional guidance and a practical expedient related to measuring expected credit losses for current accounts receivable and contract assets. The amendments are effective for fiscal years beginning after* December 15, 2025,*including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

ASU2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic350-40) (Issued* June 2025).In June 2025,the FASB issued ASU2025*-06, which modernizes the accounting for internal-use software by clarifying when capitalization begins and simplifying certain development stage guidance. The amendments are effective for fiscal years beginning after* December 15, 2027.*Early adoption is permitted. The Company is evaluating the potential impact of this guidance.

4. Business Combinations

RemoteMore USA, Inc.

On* September 20, 2021,the Company acquired a 45.62% interest in RemoteMore, a software developer recruiting company, for an estimated total purchase price of $1,363,333, paying $863,333 in cash and $500,000 to be paid withinone* year of the acquisition date, or until certain factors of the agreement were met.

In* February 2022,in connection with the September 2021acquisition of the 45.62% interest in RemoteMore, and as a component of the aforementioned $500,000 remaining purchase price payment, the Company issued 13,986 shares of its Common Stock, with a value of $400,000, to the co-founders of RemoteMore. In January 2023,*the Company exercised its option to purchase an additional 20% interest in RemoteMore at a purchase price of $116,667.

In* May 2023,the Company acquired an additional 7% interest in RemoteMore for approximately $235,000. The acquisition interest and price were based on the original valuation of RemoteMore in September 2021.*This acquisition increased the Company’s interest in RemoteMore to 72.62%.

In* April**2024,* the Company and the minority group made an aggregate $300,000 capital injection while maintaining the same percentage of control of interest.

In* February**2025,* the Company acquired an additional 10.01% interest for approximately $300,000 for a total of 82.63% interest in RemoteMore.

In* November 2025,*the Company acquired an additional 1.95% ownership interest through the conversion of a $43,800 loan, increasing its total interest in RemoteMore to 84.58%.

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5. Revenue Recognition

The Company recognizes revenue under the core principle of ASC606 – Revenue from Contracts with Customers (“ASC606”), to depict the transfer of control to its customers in an amount reflecting the consideration to which it expects to be entitled. In order to achieve that core principle, the Company has applied the followingfive-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

The Company’s contracts with customers* mayprovide for multiple promised goods and services. The Company typically analyzes the contract and identifies the performance obligations by evaluating whether the promised goods and services are capable of being distinct within the context of the contract at contract inception. Promised goods and services that arenot* distinct at contract inception are combined. The next step after identifying the performance obligations is determining the transaction price, which includes the impact of variable consideration, based on contractually fixed amounts and an estimation of variable consideration. The Company allocates the transaction price to each performance obligation based on relative stand-alone selling price. Judgment is exercised to determine the stand-alone selling price of each distinct performance obligation. The Company estimates the standalone selling price by reference to the total transaction price less the sum of the observable stand-alone selling prices of other goods or services promised in the contract. In general, transaction price is determined by estimating the fixed amount of consideration to which we are entitled for transfer of goods and services and all relevant sources and components of variable consideration. Revenues are generally recognized when control of the promised goods or services is transferred to their customers either at a point in time or over time, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services.

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

Payment is typically due in full, at net30, from the moment control of the goods or services have begun to transfer, unless both parties have negotiated an installment-based payment arrangement through the term of the contract. The Company* may*have contracts where there is an extended timing difference between payment and the time when control of the goods or services is transferred, or has begun transferring, to the customer.

Nature of Goods and Services

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

Recruitment Services

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

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Membership Fees and Related Services

Membership fees of longer thanone month are collected up-front and member benefits become available immediately; however, those benefits must remain available over the12-month membership period. At the time of enrollment, membership fees are recorded as deferred revenue and are recognized as revenue ratably over the12-month membership period. Members who are enrolled in this plan* may*cancel their membership in the program at any time and receive a partial refund (amount remaining in deferred revenue) or due to consumer protection legislation, a full refund based on the policies of the member’s credit card company.

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

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

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

Contracted Software Development

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

Consumer Advertising and Marketing Solutions

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

Revenue Concentration

We, in alliance with another company, partner to selltwo 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 year ended* December 31, 2025,and2024*, the Company recorded approximately 0.9% and 4.6% of its recruitment services revenue from this alliance sales relationship, respectively.

Disaggregation of revenue

Revenue is disaggregated by product line (see Note16 - Segment Information).

Contract Balances

The Company’s rights to consideration for work completed, butnot billed at the reporting date, is classified as a receivable, as it has an unconditional right to payment or only conditional for the passage of time. The Company hasno recorded contract assets as of* December 31, 2025,and2024*.

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Consideration received in advance from customers is recorded as a contract liability, if a contract exists under ASC606, until services are delivered, or obligations are met and revenue is earned. Contract liability represents the excess of amounts invoiced over amounts recognized as revenues. Contract liabilities to be recognized in the succeedingtwelve-month period are classified as current contract liabilities and the remaining amounts, if any, are classified as non-current contract liabilities. Contract liabilities of $1,193,267 and $1,842,036 are included in current deferred revenues, on the consolidated balance sheets as of* December 31, 2025* and* December 31, 2024*.

For the years ended* December 31, 2025and2024,* we recognized revenue associated with contract liabilities that were included in the contract liabilities balance at the beginning of the period as follows:

Deferred revenue includes customer payments which are received prior to performing services and revenues are recognized upon the completion of these services. Annual membership fees collected at the time of enrollment are recognized as revenue ratably over the membership period, which are typically for a12-month membership period.

Transaction price allocated to the remaining performance obligations

The Company applies the optional exemptions and doesnot disclose: a) information about remaining performance obligations that have an original expected duration ofone year or less or b) transaction price allocated to unsatisfied performance obligations for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with the series guidance.

The typical duration of all event related and other contracts isone year or less and, as a result, the Company applies the optional exemptions and doesnot disclose information about remaining performance obligations that have an original expected duration ofone year or less.

6. Capitalized Technology

Capitalized Technology, net is as follows:

Amortization expense related to capitalized technology of $108,075 and $100,750 for the years ended* December 31, 2025,and2024*, respectively, is recorded in depreciation and amortization expense in the accompanying consolidated statements of operations.

7. Intangible Assets

Intangible assets, net is as follows:

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On* September 3, 2025,the Company entered into a copyright transfer agreement (the “High Wave Copyright Transfer Agreement”) with High Wave Corp (“High Wave”), under which High Wave agreed to assign to the Company the copyrights and related rights 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 infour 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 agreednot to resell or license them. As of** December 31, 2025,** the Company had paid $3,700,000 under the High Wave Agreement. 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, butnot* the obligation, to purchase the remainingtwenty-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.

On* September 12, 2025,the Company entered into the Copyright Agreement with Streams Ohio, a non-affiliated accredited investor. Pursuant to the Streams Ohio Copyright Agreement, the Company agreed to acquireeight* (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 Rule5635.* The Copyright 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 Streams Ohio Copyright Agreement contains customary representations, warranties, and covenants.

On* November 24, 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 acquirefive* (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 Rule5635* of The Nasdaq Stock Market LLC. The Copyright Shares will be issued in reliance on the exemptions from registration provided by Section4(a)(2) under the Securities Act of1933, as amended, and/or Regulation D promulgated thereunder.

On* December 17, 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’sWeb3.0* digital asset platform and donot 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 Rule5635 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 Section4*(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 a12-month lock-up period followed by a24-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. The Company measures the digital tokens at fair value on a recurring basis, and such measurements are classified within Level1 of the fair value hierarchy.

Amortization expense related to intangible assets of $33,333 and $91,114 for the years ended** December 31, 2025,** and2024, respectively, is recorded in depreciation and amortization expense in the accompanying consolidated statements of operations.

F-16

8. Notes Payable and Convertible Notes

On** July 7, 2025** and** July 9, 2025,** Company entered intotwo separate convertible note purchase agreements (each, a “Convertible Note Purchase Agreement” and together, the “Convertible Note Purchase Agreements”) withtwo non-affiliated accredited investors (the “Convertible Note Purchasers”). Pursuant to the Convertible Note Purchase Agreements, the Company issued and sold to the Convertible Note Purchasers unsecured convertible promissory notes on** July 7, 2025** and** July 9, 2025,** in the principal amounts of $250,000 (the “First Note”) and $150,000 (the “Second Note”, and together with the First Note, the “Notes”), respectively, for aggregate gross proceeds of $400,000. The First Note is convertible, at the option of the Convertible Note Purchasers, into restricted shares of the Company’s Common Stock, at a conversion price equal to the greater of (i) a floor price of $0.47 (subject to adjustment for stock splits and similar events), and (ii)80% of the lowest of (A) the 15-day average closing price, (B) the 10-day volume-weighted average price (“VWAP”), or (C) the lowest 3-day VWAP during the 45 trading days immediately prior to the date of the applicable conversion notice. The Second Note is convertible, at the option of the Convertible Note Purchasers, into restricted shares of the Company’s Common Stock, at a conversion price equal to the greater of (i) a floor price of $0.47 (subject to adjustment for stock splits and similar events), and (ii)80% of the lowest of the 15-day average closing price preceding the date of the applicable conversion notice. The Notes bear interest at a rate of 12% per annum and mature 360 days after the applicable purchase price payment date. The Notes contain customary events of default, including non-payment and insolvency-related events. Upon an event of default, the interest rate increases to 18% per annum, and the Convertible Note Purchasers** may** accelerate the Notes and pursue additional remedies. These transactions were previously reported on Current Reports on Form8-K filed on** July 1, 2025** and** July 11, 2025,** respectively.

On** December*17,* 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.

9. Long-term Investments

On** September 27, 2022,** the Company entered into a Stock Purchase Agreement (the “Koala SPA”) with Koala Malta Limited, a private limited liability company registered under the laws of Malta ( “Koala”). Upon the execution of the Koala SPA, the Company purchased 65,700 issued ordinary shares of Koala Crypto Limited (now renamed as QBSG Limited (“QBSG”)) from Koala, representing 9% of the total issued share capital of QBSG, and in exchange, the Company issued 86,339 shares of its Common Stock to Koala in a private placement (the “Consideration Shares”) valued at $1,350,000. As allowed under ASC321-10-35, the Company has elected to measure the equity investment in QBSG at cost as QBSG is a private company and doesnot have a readily determinable fair value. The Company evaluates the investment for any impairment annually. The shares of QBSG are recorded in the consolidated balance sheet as ‘other assets’.

Upon execution of the Koala SPA, the Company, Koala and QBSG also entered into a Shareholders’ Agreement. The Shareholders’ Agreement imposes certain transfer restrictions on Koala and the Company as shareholders of QBSG, provides for certain governance and approval rights among the parties, and gives the Company a put option with respect to its investment in QBSG in the event of a change of control of Koala. At the same time, Alan Tak Wai Yau, an individual and the majority shareholder of Koala Capital Limited, which is the parent company of Koala (“Koala Capital”), provided the Company with a share charge over15 percent of the issued share capital of Koala Capital (the “Share Charge”) and Koala Capital provided the Company with a guaranty and indemnity (the “Guarantee”), which Share Charge and Guarantee were granted as security for a number of Koala’s obligations as set forth therein including obtaining the lifting of the voluntary suspension of QBSG’s virtual financial assets license by the Malta Financial Services Authority (“MFSA”). Koala Capital had submitted and responded to all queries raised by the MFSA, and the authorization/supervision unit has approved its application. To enhance the governance of QBSG's profits and dividends, QBSG has agreed to assignone board seat to the Company's CEO.

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

As the Profit Participation investment doesnot include the ownership of equity of QBSG, only the right to future distributions, the Profit Participation investment doesnot meet the criteria to be recorded under ASC321-10-35 and is subject to fair value accounting standards. As of** December 31, 2024,** the Company holds a Level3 investment recorded at a cost of $1,200,000, representing 6% of all distributions and dividends from QBSG.

The fair value of the investment is estimated using a combination of valuation methodologies, including Discounted Cash Flow (“DCF”) analysis, Relative Valuation, and Transaction Comparables, resulting in an average fair value estimate of $1,156,000. These methods incorporate significant unobservable inputs, such as a weighted average cost of capital of 15%, a long-term revenue growth rate of 10%, a long-term pre-tax operating margin of 15%, a 20% discount for lack of control, and a 40% discount for lack of marketability. The valuation also considers market data from publicly traded companies in the crypto infrastructure and digital asset services sectors, as well as data from recent merger and acquisition transactions within the industry. The inputs and estimates used** may** be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due toone or more future confirming events, including regulation changes in Malta, inability of QBSG to meet revenue and income forecasts or QBSG's inability to pay dividends, all of which could significant decrease the value of the Company's investment. Accordingly, the actual results could differ significantly from those estimates. As of** December 31, 2025,** the Company holds a Level3 investment recorded at $1,156,000.

There wasno activity in Level3 investments other than the acquisition of the Profit Participation investment. Level3 investments balance was as follows:

On* January 26, 2025,the Company entered into a Stock Purchase Agreement (the “SPA”) with AI Geometric Ltd., a company organized under the laws of the United Kingdom of Great Britain and Northern Ireland (the “Seller”). Pursuant to the SPA, the Company acquired 1,300 shares of the Seller, representing 13% of the Seller’s issued and outstanding shares, for total consideration of $1,300,000 (the “Transaction”). The Company’s Board of Directors approved the Transaction on January 17, 2025,and the closing occurred on January 27,* 2025.The investment doesnot provide the Company with significant influence over the Seller and, accordingly, is accounted for under ASC321, Investments—Equity Securities. Because AI Geometric Ltd. is a private company and its shares donot have a readily determinable fair value, the Company has elected the measurement alternative under ASC321-10-35-2. Under this method, the investment is measured at cost, less impairment, and adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company evaluates the investment for impairment on a periodic basis and when events or circumstances indicate that the carrying amount* may* not be recoverable.No impairment charges or observable price adjustments were recorded during the year ended* December 31, 2025.*The investment in AI Geometric Ltd. is presented within “Other assets” in the consolidated balance sheet.

As of* December 31, 2025,*long-term investments totaling $3,806,000 were presented within “Other assets” in the consolidated balance sheet.

10. Accrued Liabilities

As of* December 31, 2025,and2024*, accrued liabilities consisted of the following:

11. Commitments and Contingencies

Lease Obligations

The Company leases its corporate headquarters. The office lease is for 4,902 square feet of office space and the lease term is for 84 months, commencing on* October 1, 2020.The Company made approximately $108,000 and $106,000 of cash payments for lease expenses related to the office space for the years ended December 31, 2025,and2024*. The weighted average remaining lease term for the years ended* December 31, 2025,and2024*, are 1.75 years and 2.75 years. The weighted average discount rate for operating leases for the years ended* December 31, 2025,and2024*, is 6.0%

As of* December 31, 2025*, the aggregate future lease payments under all operating leases are as follows:

As of* December 31, 2025,and2024*, right of use assets were $149,525 and $226,704, and related lease obligations remaining, related to the Company's office lease, were $185,065 and $279,312, as recorded on the Company’s consolidated balance sheets.

F-17

The Company and its wholly owned subsidiary, NAPW, Inc., are parties to a proceeding captioned Deborah Bayne, et al. vs. NAPW, Inc. and Professional Diversity Network, Inc.,No. 18-cv-3591 (E.D.N.Y.), filed on* June 20, 2018,and alleging violations of the Fair Labor Standards Act and certain provisions of the New York Labor Law. The class is defined as “all individuals employed in New York from June 20, 2012through October 15, 2021by NAPW and PDN to sell memberships to the women’s networking organization known as the National Association of Professional Women and the International Association of Women,” excluding corporate officers, shareholders, directors and administrative employees. As it stands, the class currently consists of164* putative class members and60 opt-in plaintiffs.

The complaint alleges that NAPW (and PDN in its capacity as an alleged joint employer) violated similar provisions of the FLSA and the NYLL by (i) failing to pay overtime wages as required by both the FLSA and the NYLL, (ii) failing to provide accurate wage statements under the NYLL, and (iii) willfully violating both of those statutes. The Court, in an order issued on* March 25, 2024,granted summary judgment against NAPW on the claims related to willful failure to pay overtime wages. The Court dismissed, without prejudice, claims based on failure to provide accurate wage statements under the NYLL based on lack of subject matter jurisdiction. The Court found that questions of fact remain as to whether PDN was a joint employer with NAPW. Damages remain unsettled particularly in light of the Court’s dismissal of the Plaintiff’s claims related to failure to provide accurate wage statements. During thefirst* quarter of2020, we recorded a $450,000 litigation settlement reserve in the event of an unfavorable outcome in this proceeding. In thefourth quarter of2025, we recorded an additional $250,000 litigation settlement reserve. NAPW and PDN currently anticipate settling this matter with the plaintiffs by thethird quarter of2026.

General Legal Matters

From time-to-time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currentlynot material, there can beno assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, willnot have a material adverse effect on its business, financial condition or results of operations.

12. CFL, Deeptrade PTY LTD and Shohan Event Organizers Co. L.L.C. Transaction

On* August 12, 2016,*the Company entered into a stock purchase agreement (the “Purchase Agreement”), with CFL, a Republic of Seychelles company wholly-owned by a group of Chinese investors. Pursuant to the Purchase Agreement, the Company agreed to issue and sell to CFL, and CFL agreed to purchase, upon the terms and subject to the conditions set forth in the Purchase Agreement, a number of shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), such that CFL would hold shares of Common Stock equal to approximately 51% of the outstanding shares of Common Stock, determined on a fully-diluted basis, after giving effect to the consummation of the transactions contemplated by the Purchase Agreement.

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

On* September 22, 2021,the Company entered into a stock purchase agreement with CFL, in which the Company sold 47,438 shares of its Common Stock at a price per share of $21.00 for gross proceeds of approximately $1,000,000. On October 30, 2021,*CFL entered into a transfer stock agreement with a former shareholder of the Company to purchase an additional 37,587 shares of its Common Stock.

In* December 2023,*we 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.

As of* December 31, 2025*, CFL beneficially held 269,227 shares of the Company’s outstanding Common Stock equal to approximately 3.7% of the outstanding class.

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 acquirefive* (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 Rule5635* of The Nasdaq Stock Market LLC. The Copyright Shares will be issued in reliance on the exemptions from registration provided by Section4(a)(2) under the Securities Act of1933, as amended, and/or Regulation D promulgated thereunder. The Copyright Agreement contains customary representations, warranties and covenants.

As of* December 31, 2025*, Shohan Event Organizers Co., L.L.C. beneficially held 927,600 shares of the Company’s outstanding Common Stock equal to approximately 12.7% of the outstanding class.

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 intoWeb3.0,* 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 Rule5635 of The Nasdaq Stock Market LLC. The Consultancy Shares were issued in reliance on the exemptions from registration provided by Section4(a)(2) under the Securities Act of1933, as amended, and/or Regulation D promulgated thereunder. The Consultancy Agreement contains customary representations, warranties and covenants.

As of* December 31, 2025*, Deeptrade PTY LTD beneficially held 898,000 shares of the Company’s outstanding Common Stock equal to approximately 12.3% of the outstanding class.

13. Stockholders’** Equity**

Effective* January 5, 2023,the Company filed a certificate of amendment to its Amended and Restated Certificate of Incorporation in order to implement a 2-for-1 reverse stock split, through which eachtwo shares of Common Stock issued and outstanding were combined and changed intoone* share of Common Stock. All share amounts and share prices in this annual report on Form10-K have been adjusted to give effect to the reverse stock split.

Effective* March 13, 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 eachten shares of Common Stock issued and outstanding were combined and changed intoone* share of Common Stock. All share amounts and share prices in this annual report on Form10-K have been adjusted to give effect to the reverse stock split.

Preferred Stock – The Company hasno preferred stock issued. The Company’s amended and restated certificate of incorporation and amended and restated bylaws include provisions that allow the Company’s Board of Directors to issue, without further action by the stockholders, up to 1,000,000 shares of undesignated preferred stock.

Common Stock – The Company hasone class of Common Stock outstanding with a total number of shares authorized of 45,000,000. As of* December 31, 2025*, the Company had 7,298,306 shares of Common Stock outstanding.

F-18

In thefirst quarter of2024, 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 thesecond quarter of2024, 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 thethird quarter of2024, there wasno Common Stock issuance to Tumim Stone Capital. In thefourth quarter of2024, 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 Section7.1* thereof, effective on thefifth business day thereafter. Consequently,no further shares of Common Stock will be sold under the Purchase Agreement.

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 Rule5635*(c) and applicable Nasdaq interpretations.

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.

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.

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 maybe 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.

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.

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.

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

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

In* March 2025**,* the Company filed a certificate of amendment to its amended and restated certificate of incorporation in order to implement a 10-for-1 reverse stock split, through which eachten shares of Common Stock issued and outstanding were combined and changed intoone share of Common Stock. All share amounts and share prices in this annual report on Form10-K have been adjusted to give effect to the reverse stock split.

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 purchaseone 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 purchaseone share of Common Stock of the Company at an exercise price of $6.80 per share. The Warrants were issued on* November 20, 2024to 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.

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 infour* installments between* October 15and 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 agreednot* 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. As of December 31, 2025,the Company hadno* further obligation to make additional payments or to acquire the remainingtwenty-five (25) original musical works for the remaining aggregate purchase consideration of $6,300,000.

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, inone 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. Withinthirty* (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 isnot suspended, halted, chilled, frozen, reachedzero 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 thefourth* quarter of2025, 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.

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 acquireeight (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 Rule5635**.* The Copyright 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 Streams Ohio Copyright Agreement contains customary representations, warranties, and covenants.

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 of12 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 Rule5635**. 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.

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 acquirefive* (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 Rule5635* of The Nasdaq Stock Market LLC. The Copyright Shares will be issued in reliance on the exemptions from registration provided by Section4(a)(2) under the Securities Act of1933, as amended, and/or Regulation D promulgated thereunder.

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 intoWeb3.0,* 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 Rule5635 of The Nasdaq Stock Market LLC. The Consultancy Shares were issued in reliance on the exemptions from registration provided by Section4(a)(2) under the Securities Act of1933, as amended, and/or Regulation D promulgated thereunder. The Consultancy Agreement contains customary representations, warranties and covenants.

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.

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’sWeb3.0* digital asset platform and donot 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 Rule5635 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 Section4*(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 a12-month lock-up period followed by a24-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.

Total shares issued during fiscal year2025 were as follows:

14. Stock-Based Compensation

Equity Incentive Plans – The Company’s2013 Equity Compensation Plan (the*“2013* Plan”) was adopted for the purpose of providing equity incentives to employees, officers, directors and consultants including options, restricted stock, restricted stock units, stock appreciation rights, other equity awards, annual incentive awards and dividend equivalents. Through a series of amendments to the2013 Plan, the total number of authorized shares available for issuance of Common Stock under the Plan was 75,000 shares.

On* April 11, 2023,the Board of Directors adopted a new equity incentive plan, the Professional Diversity Network, Inc.2023 Equity Compensation Plan (the“2023* Equity Compensation Plan”). The2023 Equity Compensation Plan was approved by the Company’s stockholders on* June 15, 2023.The2023* Equity Compensation Plan supersedes and replaces the2013 Plan, andno new awards will be granted under the2013 Plan. Any awards outstanding under the2013 Plan remain subject to and will be paid under the2013 Plan. The2023 Equity Compensation Plan reserves 750,000 shares of Common Stock for issuance of awards to directors, officers, employees and qualifying consultants of the Company and its affiliates.

Stock Options

The fair value of options is estimated on the date of grant using the Black-Scholes option pricing model. The valuation determined by the Black-Scholes pricing model is affected by the Company’s stock price, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but arenot limited to, expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The risk-free rate is based on the U.S. Treasury rate for the expected life at the time of grant, volatility is based on the average long-term implied volatilities of peer companies, the expected life is based on the estimated average of the life of options using the simplified method, and forfeitures are estimated on the date of grant based on certain historical data. The Company utilizes the simplified method to determine the expected life of its options due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts.

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

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The following table summarizes the Company’s stock option activity for the years ended* December 31, 2025,and2024*:

There wereno stock options granted in fiscal2025 or2024.

The Company recorded non-cash stock-based compensation expense of approximately $0 and $0 as a component of general and administrative expenses in the accompanying consolidated statements of operations for the years ended* December 31, 2025,and2024*, pertaining to stock options awards.

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Warrants

As of* December 31, 2025,and2024*, there wereno warrants outstanding and exercisable.

Restricted Stock

A summary of restricted stock activity for the years ended* December 31, 2025,and2024* is as follows:

During the year ended* December 31, 2025* the Company granted 63,684 restricted stock units (“RSUs”) to non-employee directors as partial compensation for their service as a director. The aggregate grant date fair value of the combined awards amounted to approximately $121,507. The RSU award to the Board member fully vests on theone-year anniversary after the date of grant. The Company also granted 274,000 RSUs to certain officers and managers with immediate vesting. The aggregate grant date fair value of the combined awards amounted to approximately $317,820.

During the year ended* December 31, 2024* the Company granted 20,653 restricted stock units (“RSUs”) to non-employee directors as partial compensation for their service as a director. The aggregate grant date fair value of the combined awards amounted to approximately $121,849. The RSU award to the Board member fully vests on theone-year anniversary after the date of grant. The Company also granted 40,000 RSUs to certain officers and managers with immediate vesting. The aggregate grant date fair value of the combined awards amounted to approximately $23,600.

The Company recorded non-cash stock-based compensation expense of approximately $368,000 and $175,000 as a component of general and administrative expenses in the accompanying consolidated statements of operations for the years ended* December 31, 2025,and2024*, respectively, pertaining to restricted stock awards.

Total unrecognized stock-based compensation expense related to unvested restricted stock at* December 31, 2025* was approximately $83,699 and is expected to be recognized through thethird quarter of2026.

During the year ended* December 31, 2025* the Company issued a total of 1,448,000 shares of Common Stock to non-affiliated consultants in exchange for strategic, business development, investor relations, and professional consultancy services.

B&W Capital Consulting Agreement: In* September 2025,the Company engaged B&W Capital, a non-affiliated accredited investor, to provide strategic, business development, investor relations, and capital markets advisory services for a period of12* months. The Board approved the issuance of 550,000 shares of Common Stock (the “Consulting Shares”) as consideration.

Deeptrade Consultancy Agreement: In* November 2025,the Company engaged Deeptrade PTY LTD, a non-affiliated accredited investor, to provide professional consultancy services related to the Company’s expansion intoWeb3.0,* digital asset, and real-world-asset platforms. The Board approved payment of the consideration through the issuance of 898,000 shares of Common Stock, with an aggregate fair value of $1,616,000.

The Consulting Shares and Consultancy Shares were issued subject to the limitations of Nasdaq Listing Rule5635 and in reliance on exemptions from registration under Section4(a)(2) of the Securities Act of1933, as amended, and/or Regulation D. The fair value of these shares is recognized as consulting expense over the respective service periods.

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15. Income Taxes

The Company has the following net deferred tax assets and liabilities:

The benefit for income taxes for the years ended* December 31, 2025,and2024*, consists of the following:

A reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended* December 31, 2025,and2024* is as follows (in thousands, except for percentages):

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The valuation allowance at* December 31, 2025* was $12,857,276. The net change in the valuation allowance during the year ended* December 31, 2025* was an increase of $1,529,546. In assessing the realizability of deferred tax assets, management considers whether it is more likely thannot that some portion or all of the deferred income tax assets willnot be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a valuation allowance as of* December 31, 2025*.

At* December 31, 2025*, the Company had U.S. federal, Illinois, and New York net operating loss carryforwards of approximately $45,149,000, $26,698,000, and $11,995,000 respectively. Of the federal amount, $19,304,000 expires between2034 and2038, and $25,845,000 has an indefinite carryforward period. The Illinois losses* maybe carried forward12* years and begin to expire in2026. The New York losses* maybe carried forward20* year and begin to expire in2035. Certain tax attributes are subject to an annual limitation as a result of changes in ownership as defined under Internal Revenue Code Section382. The Company files tax returns in multiple jurisdictions and is subject to examination in these jurisdictions. Significant jurisdictions in the U.S. include New York and Illinois.

16. Segment Information

The Company operates in the following segments: (i) TalentAlly Network, which maintains and operates job board software and hosts career fairs, (ii) NAPW Network, a professional networking organization that addresses personal and professional development opportunities for women, (iii) RemoteMore (beginning in fiscal2021) which provides companies with talented engineers to provide solutions to their software needs, (iv) Corporate Licensing Service, and (v) Corporate Overhead.

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

The following tables present key financial information of the Company’s reportable segments as of and for the years ended* December 31, 2025,and2024*:

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17. Employee benefit plans

The Company’s employee benefit plans currently consist of a defined contribution plan for all U.S. employees. The Company doesnot offer any other postretirement benefit plans, such as retiree medical and dental benefits or deferred compensation agreements to its employees or officers.

U.S. regular, full-time employees are eligible to participate in the Professional Diversity Network Inc.401(k) Plan (“PDN Plan”), which is a qualified defined contribution plan under section401(k) of the Internal Revenue Service Code. Under the PDN Plan, employees are eligible to participate after meeting eligibility requirements and employees are always fully vested in their own contributions. Effective* January 1, 2021,the Company has elected to match up to 5% of eligible employee contributions. The contribution expense for the PDN Plan was appr oximately$61,555 and$82,000 for the years ended December 31, 2025*, and2024, respectively.

18. Subsequent Events

The Company has evaluated subsequent events through the filing of this Form10-K, and determined that there have beenno events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

On* January 2, 2026,the Company issued 1,358,000 shares of its Common Stock, subject to the limitations of Listing Rule5635* of The Nasdaq Stock Market LLC, to DeeptradeX.ai, an Australian-based digital asset trading platform. The issuance was made pursuant to a purchase agreement entered into in* December 2025,under 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’sWeb3.0* digital asset platform and donot 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 the 1,358,000 shares of Common Stock. The Consideration Shares were issued in reliance on the exemptions from registration provided by Section4(a)(2) of 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 a12-month lock-up period followed by a24-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.

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