Professional Diversity Network, Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001437749-25-035165
ITEM 1A. RISK FACTORSCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001437749-26-017232
ITEM 1A. RISK FACTORSThe 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 20 previous paragraphs and 11 current paragraphs.
11 unchanged; 0 reworded; 0 added; 9 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 0 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.
Removed paragraphs (9)
Previous report
We have a history of operating losses and negative cash flows, and our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.
Previous report
We have a history of incurring net losses and have not demonstrated sustained profitability. For the fiscal year ended December 31, 2024, we recorded a net loss from continuing operations of approximately $2.4 million, following a net loss of $4.5 million for the year ended December 31, 2023. Our revenues have also declined, decreasing from $7.7 million in 2023 to $6.7 million in 2024. Furthermore, our operations consumed approximately $2.5 million in cash during the year ended December 31, 2024.
Previous report
As a direct result of our recurring losses and negative cash flows, our independent registered public accounting firm included an explanatory paragraph in its audit report for the fiscal year ended December 31, 2024, expressing substantial doubt about our ability to continue as a going concern. A “going concern” qualification can negatively impact our credibility with investors, customers, and suppliers. It may significantly hinder our ability to obtain new financing on favorable terms, or at all, and could lead to difficulties in securing trade credit, which would further constrain our operations and our ability to execute our business plan.
Previous report
We have entered into a significant capital commitment for the acquisition of musical copyrights, which creates a severe and near-term liquidity risk that could jeopardize our operations.
Previous report
On September 3, 2025, we entered into a Copyright Transfer Agreement to acquire a portfolio of 40 musical copyrights for a total purchase price of $10.0 million. This agreement imposes substantial and non-cancellable payment obligations over a very compressed timeframe in late 2025.
Previous report
Given our limited cash reserves and history of negative cash flow, meeting these payment obligations presents an extreme and immediate challenge to our liquidity. A failure to make any of these payments on time would constitute a breach of the agreement, potentially resulting in financial penalties (as stipulated in the agreement), termination of the contract, and the loss of any funds already paid. Our ability to make these payments is entirely dependent on our ability to raise a significant amount of capital in the very near future. If we are unable to secure the necessary funds to meet these obligations, we will face a severe liquidity crisis that could force us to default on the agreement and could materially and adversely affect our financial condition and ability to operate.
Previous report
We are pursuing a new business strategy by investing in music copyrights and Web 3.0 technologies, areas in which we have limited or no prior operating history. This strategy is unproven and may not be successful.
Previous report
We are undertaking a significant strategic pivot by pursuing growth through investments in music copyrights and Web 3.0 technologies. This is a fundamental shift from our historical business of operating online professional diversity networks. We have limited or no operating history, management experience, or industry knowledge in these new sectors. This unproven strategy carries a high degree of uncertainty and risk of failure. Entering markets in which we are not familiar may lead to:
Previous report
If this new business strategy is not successful, we could suffer significant investment losses, which would further harm our financial condition and could damage investor confidence in our management and future prospects.