Professional Diversity Network, Inc.

This Form 8-K, including Exhibit 99.1, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, statements regarding the expected delivery, installation, acceptance and deployment of the Leased Equipment and the Financed Equipment; the timing and amount of the remaining payment to AMAX; the intercompany funding arrangements described above; the expected commencement and performance of commercial compute services; anticipated rent, service-fee and profit-participation receipts under the Lease Agreement, the Collaboration Agreement and the Loan Agreement; PDN Intelligence’s ability to take title to, or direct the sale of, the Financed Equipment; and the development of the Company’s GPU infrastructure business. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are based on the Company’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including: delays in or failure of delivery of the equipment by the supplier, and the limited availability of any refund or other remedy in that event, including because the supplier’s terms provide that purchases of GPUs are final; loss of or damage to the equipment; the Company’s dependence on a single counterparty, Goodwill, under each of the agreements, and the ability of Goodwill and HashForest to perform their obligations, including Goodwill’s ability to pay rent, profit-participation amounts and any minimum-return shortfall when due; Goodwill’s right to terminate the Lease Agreement after two years without an early-termination fee; the absence of fixed interest or scheduled principal repayment under the Loan Agreement and the discharge of principal upon disposition of the Financed Equipment regardless of its value; reductions in PDN Intelligence’s contingent service fees under the reimbursement and carryforward provisions of the Collaboration Agreement; demand for, utilization of and pricing of GPU compute services, which may be lower than expected; the profitability of the deployed equipment, on which PDN Intelligence’s service-fee and profit-participation receipts depend; changes in the value of GPU equipment, including as a result of technological obsolescence, new product releases or secondary-market conditions; requirements or restrictions imposed by manufacturers, distributors or suppliers, including NVIDIA and AMAX, relating to end users, end uses, resale or transfer of GPU equipment, which could limit, delay or increase the cost of PDN Intelligence’s taking title to, or transferring, selling or redeploying, the equipment; the enforceability and characterization of PDN Intelligence’s title to and security interest in the equipment and of the lease and loan arrangements; the accounting and tax treatment of the arrangements; export-control, sanctions and other regulatory requirements applicable to advanced computing equipment; the Company’s limited operating history in the GPU infrastructure business; the Company’s ability to fund future deployments; and the other risks described under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings with the SEC. Forward-looking statements speak only as of the date of this Form 8-K, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.