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Table of Contents



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2024

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                

 

Commission file number: 001-35824

 

Professional Diversity Network, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware

80-0900177

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

  

55 E. Monroe Street, Suite 2120

Chicago, Illinois

60603

(Address of Principal Executive Offices)

(Zip Code)

 

(312) 614-0950

(Registrants telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Stock, $0.01 par value per share

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company 

    

Emerging growth company 

   

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No ☒

 

There were 12,741,285 shares outstanding of the registrant’s common stock as of August 13, 2024.

 



 

 

    

true
 

Note Regarding Forward-Looking Statements

 

This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this Quarterly Report contains forward-looking statements regarding:

 

 

our beliefs regarding our ability to capture and capitalize on market trends;

 

our expectations on the future growth and financial health of the online diversity recruitment industry and the industry participants, and the drivers of such growth;

 

our expectations regarding continued membership growth;

 

our beliefs regarding the increased value derived from the synergies among our segments; and

 

our beliefs regarding our liquidity requirements, the availability of cash and capital resources to fund our business in the future and intended use of liquidity.

 

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

 

 

our ability to raise funds in the future to support operations;

 

our failure to realize synergies and other financial benefits from mergers and acquisitions within expected time frames, including increases in expected costs or difficulties related to integration of merger and acquisition partners;

 

our inability to identify and successfully negotiate and complete additional combinations with potential merger or acquisition partners or to successfully integrate such businesses;

 

our history of operating losses;

 

our limited operating history in a new and unproven market;

 

increasing competition in the market for online professional networks;

 

our ability to comply with increasing governmental regulation and other legal obligations related to privacy;

 

our ability to adapt to changing technologies and social trends and preferences;

 

our ability to attract and retain a sales and marketing team, management and other key personnel and the ability of that team to execute on the Company’s business strategies and plans;

 

our ability to obtain and maintain intellectual property protection;

 

any future litigation regarding our business, including intellectual property claims;

 

general and economic business conditions; and

 

legal and regulatory developments.

 

The foregoing list of important factors may not include all such factors. You should consult other disclosures made by the Company (such as in our other filings with the Securities and Exchange Commission (“SEC”) or in company press releases) for additional factors, risks and uncertainties that may cause actual results to differ materially from those projected by the Company. Please refer to Part I, Item 1A, “Risk Factors” of our Annual Report for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission on March 29, 2024 (the "2023 Annual Report") for additional information regarding factors that could affect our results of operations, financial condition and cash flow. You should consider these factors, risks and uncertainties when evaluating any forward-looking statements and you should not place undue reliance on any forward-looking statement. Forward-looking statements represent our views as of the date of this Quarterly Report, and we undertake no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date of this Quarterly Report.

 

 

 

 
 

PROFESSIONAL DIVERSITY NETWORK, INC.

 

FORM 10-Q

FOR THE three and six months ended June 30, 2024

 

TABLE OF CONTENTS

 

 

PAGE

PART I

   

ITEM 1. FINANCIAL STATEMENTS

3

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

23

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

38

ITEM 4 CONTROLS AND PROCEDURES

38

   

PART II

   

ITEM 1 LEGAL PROCEEDINGS

39

ITEM 1A RISK FACTORS

39

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

39

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

39

ITEM 4 MINE SAFETY DISCLOUSRES

39

ITEM 5 OTHER INFORMATION

39

ITEM 6 EXHIBITS

40

 

 

2

     

 

Item 1. FINANCIAL STATEMENTS

 

Professional Diversity Network, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS (Unaudited)

 

  

June 30, 2024

  

December 31, 2023

 
  

(Unaudited)

     

Current Assets:

        

Cash and cash equivalents

 $619,311  $627,641 

Accounts receivable, net

  832,213   1,134,067 

Other receivables

  50,977   50,000 

Prepaid expense and other current assets

  535,255   556,698 

Total current assets

  2,037,756   2,368,406 
         

Property and equipment, net

  35,706   42,043 

Capitalized technology, net

  289,930   186,103 

Goodwill

  1,417,753   1,417,753 

Intangible assets, net

  170,660   225,848 

Right-of-use assets

  263,237   298,485 

Security deposits

  49,755   66,340 

Long-term restricted cash

  184,055   184,055 

Other assets

  1,350,000   1,537,499 

Total assets

 $5,798,852  $6,326,532 
         

Current Liabilities:

        

Accounts payable

 $585,906  $524,854 

Accrued expenses

  824,555   867,884 

Deferred revenue

  2,055,784   1,999,841 

Lease liability, current portion

  83,877   82,652 

Total current liabilities

  3,550,122   3,475,231 
         

Lease liability, non-current portion

  239,585   283,060 

Total liabilities

  3,789,707   3,758,291 
         

Commitments and contingencies

  -    -  
         

Stockholders’ Equity

        

Common stock, $0.01 par value; 45,000,000 shares authorized, 12,741,809 and 11,452,532 shares issued as of June 30, 2024 and December 31, 2023, and 12,741,285 and 11,452,008 shares outstanding as of June 30, 2024 and December 31, 2023.

  127,413   114,520 

Additional paid in capital

  103,612,740   102,873,474 

Accumulated deficit

  (101,247,697)  (99,902,718)

Treasury stock, at cost; 524 and 524 shares at June 30, 2024 and December 31, 2023

  (37,117)  (37,117)

Total Professional Diversity Network, Inc. stockholders’ equity

  2,455,339   3,048,159 

Noncontrolling interest

  (446,194)  (479,918

)

Total stockholders’ equity

  2,009,145   2,568,241 

Total liabilities and stockholders’ equity

 $5,798,852  $6,326,532 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3

 

 

Professional Diversity Network, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

 

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Revenues:

                

Membership fees and related services

 $108,355  $136,235  $235,701  $265,158 

Recruitment services

  1,145,278   1,076,023   2,249,049   2,179,418 

Contracted software development

  428,881   603,444   913,842   1,301,710 

Consumer advertising and marketing solutions

  

7,946

   25,523   18,710   50,148 

Total revenues

  1,690,460   1,841,225   3,417,302   3,796,434 
                 

Costs and expenses:

                

Cost of revenues

  626,345   765,241   1,279,236   1,839,722 

Sales and marketing

  771,939   1,116,085   1,601,897   1,937,588 

General and administrative

  819,613   1,244,005   1,814,131   2,297,236 

Depreciation and amortization

  54,913   147,159   107,314   279,933 

Total costs and expenses

  2,272,810   3,272,490   4,802,578   6,354,479 
                 

Loss from continuing operations

  (582,350)  (1,431,265)  (1,385,276)  (2,558,045)
                 

Other income (expense)

                

Interest and other income

  (112)  497   (1,848)  7,081 

Other income (expense), net

  (112)  497   (1,848)  7,081 
                 

Loss before income tax expense (benefit)

  (582,462)  (1,430,768)  (1,387,124)  (2,550,964)

Income tax expense (benefit)

  3,781   950   6,271   (9,923)

Loss from continuing operations, net of tax

  (586,243)  (1,431,718)  (1,393,395)  (2,541,041)

Loss from discontinued operations

  -   (6,078)  -   (17,808)

Net loss including non-controlling interests

  (586,243)  (1,437,796)  (1,393,395)  (2,558,849)

Net loss attributable to non-controlling interests

  33,096   25,216   48,416   77,342 

Net loss attributable to Professional Diversity Network, Inc.

 $(553,147) $(1,412,580) $(1,344,979) $(2,481,507)
                 

Other comprehensive loss, net of tax:

                

Net loss attributable to Professional Diversity Network, Inc.

 $(553,147) $(1,412,580) $(1,344,979) $(2,481,507)

Foreign currency translation adjustments

  -   (9,437)  -   (6,868)

Comprehensive loss, net of tax

 $(553,147) $(1,422,017) $(1,344,979) $(2,488,375)
                 

Basic and diluted loss per share:

                

Net loss per share

 $(0.05) $(0.14) $(0.12) $(0.25)
                 

Weighted-average outstanding shares used in computing net loss per common share:

                

Basic and diluted

  11,650,830   10,387,359   11,561,343   10,149,410 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

 

 

Professional Diversity Network, Inc. and Subsidiaries

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (Unaudited)

 

                          

Accumulated

         
          

Additional

              

Other

  

Non-controlling

  

Total

 
  

Common Stock

  

Paid in

  

Accumulated

  

Treasury Stock

  

Comprehensive

  

Interest in

  

Stockholders’

 
  

Shares

  

Amount

  

Capital

  

Deficit

  

Shares

  

Amount

  

Income (Loss)

  

Subsidiary

  

Equity

 
                                     

Balance at January 1, 2024

  11,452,008  $114,520  $102,873,474  $(99,902,718)  524  $(37,117) $-  $(479,918) $2,568,241 

Sale of common stock

  1,224,885   12,249   817,740   -   -   -   -   -   829,989 

Share-based compensation

  64,392   644   109,026   -   -   -   -   -   109,670 

Amortization of funding commitment

  -   -   (187,500)  -   -   -   -   -   (187,500)

Changes in noncontrolling interests

  -   -   -   -   -   -   -   82,140   82,140 

Net loss

  -   -   -   (1,344,979)  -   -   -   (48,416)  (1,393,395)

Balance at June 30, 2024

  12,741,285  $127,413  $103,612,740  $(101,247,697)  524  $(37,117) $-  $(446,194) $2,009,145 

 

                          Accumulated         
          

Additional

              

Other

  

Non-controlling

  

Total

 
  

Common Stock

  

Paid in

  

Accumulated

  

Treasury Stock

  

Comprehensive

  

Interest in

  

Stockholders’

 
  

Shares

  

Amount

  

Capital

  

Deficit

  

Shares

  

Amount

  

Income (Loss)

  

Subsidiary

  

Equity

 
                                     

Balance at January 1, 2023

  10,367,431  $103,675  $101,728,600  $(98,382,540)  530,945  $(892,482) $(10,986) $(237,243) $2,309,024 

Sale of common stock

  803,106   8,031   2,691,969   -   -   -   -   -   2,700,000 

Commitment fee

  176,222   1,762   748,238   -   -   -   -   -   750,000 

Issuance of common stock

  99,339   993   199,007   -   -   -   -   -   200,000 

Share-based compensation

  67,963   680   62,576   -   -   -   -   -   63,256 

Stock buyback plan

  (530,421)  (5,304)  (850,061)  -   (530,421)  855,365   -   -   - 

Investment in subsidiary

  -   -   (95,656)  -   -   -   -   -   (95,656)

Translation adjustments

  -   -   -   -   -   -   (6,868)  -   (6,868)

Net loss

  -   -   -   (2,481,507)  -   -   -   (77,342)  (2,558,849)

Balance at June 30, 2023

  10,983,640  $109,837  $104,484,673  $(100,864,047)  524  $(37,117) $(17,854) $(314,585) $3,360,907 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5

 

 

Professional Diversity Network, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

  

Six Months Ended June 30,

 
  

2024

  

2023

 

Cash flows from operating activities:

        

Loss from continuing operations

 $(1,393,395) $(2,541,041)

Adjustments to reconcile net loss from continuing operations to net cash used in operating activities - continuing operations:

        

Depreciation and amortization

  107,314   279,933 

Deferred income taxes

  -   (9,923)

Noncash lease expense

  45,695   45,692 

Stock-based compensation expense

  109,670   63,256 

Allowance for credit losses

  36,250   832 

Amortization of commitment funding

  (187,500)  - 

Changes in operating assets and liabilities, net of effects of discontinued operations:

        

Accounts receivable

  265,604   467,460 

Prepaid expenses and other current assets

  227,852   219,566 

Accounts payable

  61,051   479,816 

Accrued expenses

  (43,329)  50,725 

Lease liability

  (52,697)  (51,471)

Deferred revenue

  55,943   116,188 

Net cash used in operating activities - continuing operations

  (767,542)  (878,967)

Net cash used in operating activities - discontinued operations

  -   (30,513)

Net cash used in operating activities

  (767,542)  (909,480)
         

Cash flows from investing activities:

        

Payments for technology developed

  (150,944)  (61,200)

Purchases of property and equipment

  (1,973)  (8,375)

Acquisition of assets of Expo Experts

  -   (400,000)

Additional acquisition of equity interest in RemoteMore USA, Inc.

  -   (351,633)

Net cash used in investing activities

  (152,917)  (821,208)
         

Cash flows from financing activities:

        

Proceeds from the sale of common stock

  829,989   2,700,000 

Proceeds from noncontrolling interests

  82,140   - 

Net cash provided by (used in) financing activities

  912,129   2,700,000 
         

Effect of exchange rate fluctuations on cash and cash equivalents

  -   594 

Net decrease in cash and cash equivalents

  (8,330)  969,906 

Cash, cash equivalents, beginning of period

  627,641   1,236,771 

Cash and cash equivalents, end of period

  619,311   2,206,677 
         

Supplemental disclosures of other cash flow information:

        

Non-cash stock issuance

 $-  $200,000 

Cash paid for income taxes

 $-  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6

 

Professional Diversity Network, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

 

1. Basis of Presentation and Description of Business

 

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The accompanying consolidated financial statements include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2023 Form 10-K.

 

Professional Diversity Network, Inc. (“the Company”, “PDN, Inc.”, “we,” “our,” or “us,”) is both the operator of the Professional Diversity Network (the “PDN Network,” 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 PDN 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+), as well as face-to-face and virtual recruiting events for Engineering, Technology and Security Clearance positions, designed to attract diverse candidates who may also have STEM-based backgrounds through our wholly-owned company Expo Experts Events, LLC. The networks’ purposes, among others, are to assist their 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 virtual and in-person 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. RemoteMore connects companies with reliable, cost-efficient, vetted developers, and empowers software developers to find meaningful jobs regardless of their location. As of June 30, 2024, PDN, Inc. owned 72.62% of RemoteMore USA, Inc. (“RemoteMore USA” or “RemoteMore”). The Company consolidates RemoteMore USA’s operations into its consolidated financial statements.

 

 

2. Going Concern and Managements Plans

 

At June 30, 2024, the Company’s principal sources of liquidity were its cash and cash equivalents, including cash from operations and net proceeds from the issuances of common stock, if any. 

 

7

 

The Company had an accumulated deficit of $101,247,697 at June 30, 2024. During the six months ended June 30, 2024, the Company generated a loss from continuing operations, net of tax, of $1,393,395. During the six months ended June 30, 2024, the Company used cash in continuing operations of $767,542. At June 30, 2024, the Company had a cash balance of $619,311. Total revenues were $3,417,302 and $3,796,434 for the six months ended June 30, 2024 and 2023, respectively. The Company had a working capital deficit from continuing operations of $1,512,366 and $1,106,825 at June 30, 2024 and December 31, 2023. These conditions raise substantial doubt about its 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, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Cash on hand and cash flow from operations may not be sufficient to meet our working capital requirements through the fiscal period ending December 31, 2024. In order to accomplish our business plan objectives, the Company will need to increase revenues, raise capital through the issuance of common stock through its line of equity or otherwise, continue its cost reduction efforts, or enter into a strategic merger or acquisition. There can be no assurances that our business plans and actions will be successful, that we will generate anticipated revenues, or that unforeseen circumstances will not require additional funding sources in the future or require an acceleration of plans to conserve liquidity. Future efforts to improve liquidity through the issuance of our common stock may not be successful, or if available, they may not be available on acceptable terms.

 

 

3. Summary of Significant Accounting Policies

 

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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future intervening events. Accordingly, the actual results could differ significantly from estimates.

 

Significant estimates underlying the financial statements include: the fair value of acquired assets and liabilities associated with acquisitions, the assessment of goodwill for impairment, intangible assets and long-lived assets for impairment, allowances for doubtful accounts 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 than 50% 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 of three 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 within 30 to 90 days of the period in which the corresponding sales  occur and do not 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 adopted ASU 2016-13, Financial Instruments - Credit Losses, in the first quarter of fiscal 2023. This accounting standard requires companies to measure expected credit losses on financial instruments based on the total estimated amount to be collected over the lifetime of the instrument. Prior to the adoption of this accounting standard, the Company recorded incurred loss reserves against receivable balances based on current and historical information.

 

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 is not 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 is not party to any off-balance sheet arrangements that would require an allowance for credit losses in accordance with this accounting standard.

 

8

 

Allowance for Credit Losses

 

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

 

  

June 30, 2024

  

December 31, 2023

 
         

Balance, beginning of period

 $66,526  $102,515 

Provision for credit losses

  36,250   (15,761)

Write-offs

  (8,908)  (20,228)

Balance, end of period

 $93,868  $66,526 

 

The numbers presented above relate solely to our portfolio of trade accounts receivable as no 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 are not considered trade receivables. The Company periodically reviews its other receivables for credit risk to determine whether an allowance is necessary and other factors that may indicate that the realization of an account may be 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 June 30, 2024 and December 31, 2023, the balance in other receivables as reported on the consolidated balance sheets was deemed collectible.

 

Property and Equipment - Property and equipment is 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 to five 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 during the six months ended June 30, 2024 and 2023 was approximately $5,009 and $5,018 and is recorded in depreciation and amortization expense in the accompanying consolidated statements of operations.

 

Lease Obligations - The Company leases office space under a non-cancelable operating lease that expires in September 2027. The Company's facility lease provides for periodic rent increases and contains escalation clauses and renewal options. The Company's lease terms include options to extend.

 

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 is not 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 payments not 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 elected not to apply the recognition requirements to short-term leases of 12 months or less and instead recognizes lease payments as expense on a straight-line basis over the lease term. The Company’s lease agreements do not 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, are not 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, generally not exceeding three years.

 

9

 

Business Combinations - ASC 805, Business Combinations (“ASC 805”), 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. ASC 805 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 may be up to one year from the acquisition date, the Company may record 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 to the interim consolidated statements of operations.

 

Goodwill and Intangible Assets - The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 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.

 

Goodwill is tested for impairment at the reporting unit level on an annual basis ( December 31 for the Company) and between annual tests if an event occurs or circumstances change that would more likely than not 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 than not that goodwill is impaired. If it is determined by a qualitative evaluation that it is more likely than not 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 is not impaired and the Company is not 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.

 

Long-Term Restricted Cash – Long-term restricted cash of approximately $184,000 is related to a frozen Chinese bank account that has previously been included in long-term assets from discontinued operations (see Discontinued Operations below). 

 

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 do not accrue a liability if the likelihood of an adverse outcome is reasonably possible and an estimate of loss is not 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 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 Note 5 – Revenue Recognition.)

 

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 a 12-month membership period.

 

Discontinued Operations

 

China Operations

 

In March 2020, our Board of Directors decided to suspend all operations in China. The Company previously disclosed in its Form 10-K for the year ending December 31, 2019 (the “2019 10-K”) and subsequent filings, that the assets of PDN China were frozen by Chinese local authorities in November 2019 in connection with the criminal investigation of alleged illegal public fund raising by Gatewang Group (the “Gatewang Case”), a separate company organized under the laws of the People’s Republic of China (“Gatewang”), with which Mr. Maoji (Michael) Wang, the former Chairman and CEO of the Company was affiliated. A subsequent investigation led by a special committee of the Board concluded that it did not find any evidence that the Company or PDN China has engaged in the criminal activity of illegal fund-raising as alleged against Gatewang. The Company subsequently discontinued all of its operations in China.

 

In December 2023, Management determined that there will be no further activity related to the operations in China and as a result, eliminated all balance sheet accounts in the consolidated balance sheets for the fiscal year ending December 31, 2023. This included the extinguishment of contract debt as allowed under Chinese business law that all aged liabilities with no claims beyond a certain time limit were no longer collectible by the counterparty and as such, management removed these liabilities from the balance sheet. Concurrently, remaining current assets were also written off. The results for operations of China are presented in the consolidated statements of operations and comprehensive loss as loss from discontinued operations. The Company has a bank account with a bank balance of approximately $184,000 that is currently in a frozen state due to the litigation related to the Company's former CEO. The Company had petitioned the Chinese courts in 2020 to return the funds to PDN, however at that time, the courts had determined that they did not have the appropriate time to review PDN's request. Three years have elapsed and there has been no further activity on the case or notification to PDN regarding the bank account and related funds within. The amount is included in the consolidated balance sheets as long-term restricted cash. In fiscal 2024, the Company intends to re-engage its petition to the Chinese courts for the return of its funds. 

 

All historical operating results for the Company’s China operations are included in a loss from discontinued operations, net of tax, in the accompanying consolidated statements of operations. For the six months ended June 30, 2023, loss from discontinued operations was approximately $17,808 consisting of general and administrative expenses. There was no activity for the six months ended   June 30, 2024.

 

Advertising and Marketing Expenses – Advertising and marketing expenses are expensed as incurred or the first time the advertising takes place. The production costs of advertising are expensed the first time the advertising takes place. For the three and six months ended June 30, 2024, the Company incurred advertising and marketing expenses of approximately $222,162 and $457,625. These amounts are included in sales and marketing expenses in the accompanying statements of operations. At June 30, 2024 and December 31, 2023, there were no prepaid advertising expenses recorded in the accompanying consolidated balance sheets.

 

10

 

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 may be in excess of the FDIC insurance limits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on the account.

 

Income Taxes - The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), 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 than not that the benefit of such deferred tax asset will not be realized in future periods. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced.

 

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with ASC 740-20 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 were no deferred tax liabilities, as of June 30, 2024, recorded in the accompanying consolidated balance sheets. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

 

The Company may be subject to potential income tax examinations by federal or state authorities. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Tax years that remain open for assessment for federal and state tax purposes include the years ended December 31, 2020 through 2023.

 

The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of June 30, 2024.

 

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 three and six months ended June 30, 2024 and 2023 excludes the potentially dilutive securities summarized in the table below because their inclusion would be anti-dilutive.

 

  

As of June 30,

 
  

2024

  

2023

 
         

Stock options

  30,000   28,063 

Unvested restricted stock

  251,865   30,488 

Total dilutive securities

  281,865   58,551 

 

11

 

Recent Accounting Pronouncements

 

In November 2023, the FASB issued ASU 2023-07, which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This update will be applied retrospectively for all prior periods presented in the financial statements.

 

In December 2023, the FASB issued ASU 2023-09, which is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 primarily enhances and expands both the annual income tax rate reconciliation disclosure and the annual income taxes paid disclosure. This update is effective for fiscal years beginning after December 15, 2024 and may be adopted on a prospective or retrospective basis, with early adoption permitted.

 

The Company is currently evaluating the impact of the adoption of these standards on our disclosures.

 

 

4. Business Combinations

 

RemoteMore

 

The Company acquired an initial 45.62% interest in RemoteMore, a software developer recruiting company in 2021 for approximately $1.36 million. During 2022 and 2023, an additional 27% interest was acquired for approximately $352,000 for a total of 72.62% interest in RemoteMore as of June 30, 2024. On April 30, 2024, the Company and the minority group made an aggregate $300,000 capital injection while maintaining the same percentage of control of interest.

 

Expo Experts

 

In January 2023, the Company purchased the assets and operations of Expo Experts, LLC (“Expo Experts”), an Ohio limited liability company, for a total consideration of $600,000 funded by the payment of $400,000 in cash and the issuance of restricted shares of PDN common stock valued at $200,000. Expo Experts specializes in producing premier face-to-face and virtual recruiting events for Engineering, Technology and Security Clearance positions, as well as being designed to attract diverse candidates who may also have STEM-based backgrounds. The Company has integrated Expo Experts' business into our event sales operation sector.

 

Expo Experts’ accounts and operations have been reflected in the PDN Network for segment reporting purposes (see Note 14 - Segment Information).

 

 

5. Revenue Recognition

 

The Company recognizes revenue under the core principle of ASC 606 – Revenue from Contracts with Customers (“ASC 606”), 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 following five-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 may provide 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 are not 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 stand-alone 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 have one 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 net 30, 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 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 a twelve-month contract for services and as such the revenue for each contract is recognized ratably over its twelve-month term. Event revenue is recognized in the period that the event takes place and e-commerce sales are for sixty 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:

 

On-line job postings to our diversity sites and to our broader network of websites including the NAACP, National Urban League, Kappa Alpha Psi, Phi Beta Sigma and many other partner organizations;

OFCCP job promotion and recordation services;

Diversity job fairs, both in person and virtual fairs;

Diversity recruitment job advertising services; and

Diversity executive staffing services.

 

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Membership Fees and Related Services

 

Membership fees are typically month to month; however, members may prepay for a 12-month period. Memberships are collected up-front and member benefits become available immediately. At the time of enrollment, membership fees are recorded as deferred revenue and are recognized as revenue ratably over the membership period. 

 

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

 

The Company is in an alliance with another company to build, host, and manage the Company’s job boards and website. This alliance member also sells two of the Company’s recruitment services products and bills customers, collects fees, and provides customer services. For the six months ended June 30, 2024 and 2023, the Company recorded approximately 6% and 10% of its recruitment services revenue from this alliance sales relationship.

 

Disaggregation of Revenue

 

Revenue is disaggregated by product line and timing of transfer of products and services and is in line with our reportable segments as described in Note 14 - Segment Information.

 

Contract Balances

 

The Company’s rights to consideration for work completed, but not 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 has no recorded contract assets as of June 30, 2024 or  December 31, 2023

 

13

 

Consideration received in advance from customers is recorded as a contract liability, if a contract exists under ASC 606, 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 succeeding twelve-month period are classified as current contract liabilities and the remaining amounts, if any, are classified as non-current contract liabilities. Contract liabilities of $2,055,784 and $1,999,841 are included in current deferred revenues, on the consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively.

 

For the three months ended June 30, 2024 and 2023, we recognized revenue as follows:

 

  

June 30,

  

June 30,

 
  

2024

  

2023

 
         

Balance, beginning of period

 $2,175,064  $2,191,244 

Recognized revenue associated with contract liabilities

  (1,243,015)  (1,183,935)

Amounts collected or invoiced

  1,123,735   1,102,368 

Balance, end of period

 $2,055,784  $2,109,677 

 

Revenue recognized associated with contract liabilities that were included at the beginning of this quarter was $916,740. 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 a 12-month membership period.

 

Transaction Price Allocated to the Remaining Performance Obligations

 

The Company applies the optional exemptions and does not disclose: a) information about remaining performance obligations that have an original expected duration of one 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 is one year or less and, as a result, the Company applies the optional exemptions and does not disclose information about remaining performance obligations that have an original expected duration of one year or less.

 

6. Capitalized Technology

 

Capitalized Technology, net is as follows:

 

  

June 30, 2024

  

December 31, 2023

 

Capitalized cost:

        

Balance, beginning of period

 $186,103  $64,499 

Additional capitalized cost

  150,944   181,111 

Provision for amortization

  (47,117)  (59,507)

Balance, end of period

 $289,930  $186,103 

 

14

 

Amortization expense related to capitalized technology was approximately $24,150 and $12,900 for the three months ended June 30, 2024 and 2023, respectively, and was approximately $47,117 and $23,250 for the six months ended June 30, 2024 and 2023, respectively, and is recorded in depreciation and amortization expense in the accompanying statements of operations.

  

 

7. Intangible Assets

 

Intangible assets, net was as follows:

 

      

Gross

      

Net

 
  

Useful Lives

  

Carrying

  

Accumulated

  

Carrying

 

June 30, 2024

 

(Years)

  

Amount

  

Amortization

  

Amount

 

Long-lived intangible assets:

                

Sales Process

  10  $2,130,956  $(2,111,904) $19,052 

Paid Member Relationships

  5   803,472   (803,472)  - 

Member Lists

  5   8,186,181   (8,136,181)  50,000 

Developed Technology

  3   648,000   (648,000)  - 

Trade Name/Trademarks

  4   442,500   (442,292)  208 

Contracts acquired in RemoteMore acquisition

  3 - 12 (months)   1,377,083   (1,377,083)  - 
       13,588,192   (13,518,932)  69,260 

Indefinite-lived intangible assets:

                

Trade name

              101,400 

Intangible assets, net

             $170,660 

 

      

Gross

      

Net

 
  

Useful Lives

  

Carrying

  

Accumulated

  

Carrying

 

December 31, 2023

 

(Years)

  

Amount

  

Amortization

  

Amount

 

Long-lived intangible assets:

                

Sales Process

  10  $2,130,956  $(2,073,800) $57,156 

Paid Member Relationships

  5   803,472   (803,472)  - 

Member Lists

  5   8,186,181   (8,119,514)  66,667 

Developed Technology

  3   648,000   (648,000)  - 

Trade Name/Trademarks

  4   442,500   (441,875)  625 

Contracts acquired in RemoteMore acquisition

  3 - 12 (months)   1,377,083   (1,377,083)  - 
       13,588,192   (13,463,744)  124,448 

Indefinite-lived intangible assets:

                

Trade name

              101,400 

Intangible assets, net

             $225,848 

 

As of June 30, 2024, estimated amortization expense in future fiscal years is summarized as follows:

 

Year ended December 31,

    

Remaining of 2024

 $35,927 

2025

  33,333 

Net Carrying Amount

 $69,260 

 

For the three months ended June 30, 2024 and 2023, amortization expense related to intangible assets was approximately $27,594 and $131,394, and is recorded in depreciation and amortization expense in the accompanying consolidated statements of operations.

 

For the six months ended June 30, 2024 and 2023, amortization expense related to intangible assets was approximately $55,188 and $251,087, and is recorded in depreciation and amortization expense in the accompanying consolidated statements of operations.

 

15

    
 

8. Long-term Investments

 

On September 27, 2022, the Company entered into a Stock Purchase Agreement (the “SPA”) with Koala Malta Limited, a private limited liability company registered under the laws of Malta (the “Seller”).

 

Upon the execution of the SPA, the Company purchased 65,700 issued ordinary shares of Koala Crypto Limited (“KCL”) from Seller, representing 9% of the total issued share capital of KCL, and in exchange, the Company issued 863,392 shares of its common stock to Seller in a private placement (the “Consideration Shares”) valued at $1,350,000. The shares of KCL are recorded in the consolidated balance sheet as ‘other assets’.

 

Upon execution of the SPA, the Company, the Seller and KCL also entered into a Shareholders’ Agreement. The Shareholders’ Agreement imposes certain transfer restrictions on the Seller and the Company as shareholders of KCL, provides for certain governance and approval rights among the parties, and gives the Company a put option with respect to its investment in KCL in the event of a change of control of the Seller. At the same time, Alan Tak Wai Yau, an individual and the majority shareholder of Koala Capital Limited, which is the parent company of the Seller (“Koala Capital”), provided the Company with a share charge over 15 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 the Seller’s obligations as set forth therein including obtaining the lifting of the voluntary suspension of KCL’s virtual financial assets license by the Malta Financial Services Authority (“MFSA”). Koala Capital has submitted and responded to all queries raised by the MFSA, and the authorization/supervision unit that was currently reviewing its application has given its initial approval to move on to the next steps in the process and testing is in its final stages.

 

 

9. 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 7 years, commencing on October 1, 2020. The Company made approximately $52,697and $ 51,471of cash lease payments related to the office space for the six months ended June 30, 2024 and 2023, respectively. The weighted average remaining lease terms as of the six months ended June 30, 2024 and 2023, are 3.3 years and 4.3 years. The weighted average discount rate for operating leases for the six months ended June 30, 2024 and 2023, is 6%.

 

The present value of the remaining lease liabilities as of  June 30, 2024 are as follow:

  

Operating

 

2024

 $53,309 

2025

  108,457 

2026

  110,908 

2027

  84,560 

Total lease payments

  357,234 

Less: present value discount

  33,772 

Present value of lease liabilities

 $323,462 

 

As of June 30, 2024 and,  December 31, 2023, right of use assets were $263,237 and $298,485, and related lease obligations remaining, related to the Company's office lease, were $323,462 and $365,712, as recorded on the Company’s consolidated balance sheets.

 

Other  

 

PDN China’s bank account, with a balance of approximately $184,000 as of June 30, 2024, was frozen by the Chinese government due to the Gatewang Case. The Company has classified this entire cash balance as long-term restricted cash presented on the consolidated balance sheets.

 

Legal Proceedings

 

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, 2012 through October 15, 2021 by 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 of 164 putative class members and 60 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 the first quarter of 2020, the Company recorded a $450,000 litigation settlement reserve in the event of an unfavorable outcome in this proceeding. While the Plaintiff seeks damages substantially in excess of this reserve (including unpaid overtime, liquidated damages and penalties), NAPW and PDN continue to adamantly dispute the amount of damages claimed.

 

16

 

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 currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations.

 

 

10. CFL 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 a number of shares of the Company’s common stock such that CFL would hold approximately 51% of the outstanding shares of common stock, determined on a fully-diluted basis.

 

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 transaction.

 

As of June 30, 2024, CFL beneficially holds shares of the Company’s outstanding common stock equal to approximately 21.1%. The decrease in CFL’s percentage of the Company’s total outstanding common stock is a result of dilution from other equity offerings.

 

 

11. Stockholders Equity

 

Preferred Stock – The Company has no 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 has one class of common stock outstanding with a total number of shares authorized of 45,000,000. As of June 30, 2024, the Company had 12,741,285 shares of common stock outstanding.

 

In June 2023, the Company entered into a stock purchase agreement with Tumim Stone Capital LLC (“Investor”). Under the terms and subject to the conditions of the stock purchase agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, up to $12,775,000 worth of newly issued shares (the “Purchase Shares”) of the Company’s common ‎stock, subject to certain limitations and the satisfaction (or, where permissible, the waiver) of the conditions set forth in the stock purchase agreement. Pursuant to the stock purchase agreement, the Company issued and sold 469,925 Purchase Shares (the “Initial Purchase Shares”) to the Investor, at a price of $4.256 per share (representing the average official closing price of the Common Stock on The Nasdaq Capital Market for the five consecutive trading days ending on the trading day immediately prior to the date of the stock purchase agreement), for aggregate gross proceeds to the Company of $2,000,000, in an initial purchase. Pursuant to the terms of the stock purchase agreement, as consideration for the Investor’s commitment to purchase shares of common stock at the Company’s direction from time to time, upon the terms and subject to the conditions and limitations set forth in the Purchase Agreement, upon execution of the stock purchase agreement, the Company also issued to the Investor 176,222 shares of common stock (the “Commitment Shares”), valued at $4.256 per share (the same per share value as each Initial Purchase Share sold to the Investor in the Initial Purchase), or a total aggregate value equal to $750,000 for the Commitment Shares.

 

In the first quarter of 2024, the Company issued 40,217 shares of its common stock to Tumim Stone Capital in connection with its committed equity line program, at a price of approximately $2.36 per share, resulting in aggregate gross proceeds of $95,104. In the second quarter of 2024, the Company issued 184,668 shares of its common stock to Tumim Stone Capital in connection with its committed equity line program, at a price range of approximately $1.27 to $1.56 per share, resulting in aggregate gross proceeds of $239,885.

 

On June 28, 2024, the Company entered into a stock purchase agreement with Eighty-eight Investment LLC, a Delaware limited liability company wholly owned and controlled by Mr. Xin He, our Chief Executive Officer. This purchase of 1,000,000 shares of our common stock at a price of $0.495 per share provided aggregate proceeds of $495,000. The purchase price represented the last consolidated closing bid price on the Nasdaq Capital Market prior to the execution of the agreement, in accordance with the requirements of Nasdaq Listing Rule 5635(c) and applicable Nasdaq interpretations.

 

17

 

12. Stock-Based Compensation

 

Equity Incentive Plans – The Company’s 2013 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 the 2013 Plan, the total number of authorized shares available for issuance of common stock under the Plan was 750,000 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”). The 2023 Equity Compensation Plan was approved by the Company’s stockholders on June 15, 2023. The 2023 Equity Compensation Plan supersedes and replaces the 2013 Plan, and no new awards will be granted under the 2013 Plan. Any awards outstanding under the 2013 Plan remain subject to and will be paid under the 2013 Plan. The 2023 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 are not 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.

 

18

 

The following table summarizes the Company’s stock option activity for the six months ended June 30, 2024 and 2023:

 

          

Weighted

     
          

Average

     
      

Weighted

  

Remaining

     
      

Average

  

Contractual

  

Aggregate

 
  

Number of

  

Exercise

  

Life

  

Intrinsic

 
  

Options

  

Price

  

(in Years)

  

Value

 

Outstanding - January 1, 2024

  33,063  $9.04   5.7  $- 

Granted

  -   -   -     

Exercised

  -   -   -     

Forfeited

  (3,063)  -   -     

Outstanding - June 30, 2024

  30,000  $4.33   2.4  $- 
                 

Exercisable at June 30, 2024

  30,000  $4.33   2.4  $- 

 

          

Weighted

     
          

Average

     
      

Weighted

  

Remaining

     
      

Average

  

Contractual

  

Aggregate

 
  

Number of

  

Exercise

  

Life

  

Intrinsic

 
  

Options

  

Price

  

(in Years)

  

Value

 

Outstanding - January 1, 2023

  33,063  $9.04   6.8  $- 

Granted

  -   -   -   - 

Exercised

  -   -   -   - 

Forfeited

  -   -   -   - 

Outstanding - June 30, 2023

  33,063  $9.04   6.2  $- 
                 

Exercisable at June 30, 2023

  28,063  $9.91   6.0  $- 

 

The Company recorded non-cash stock-based compensation expense of approximately $5,410 and $5,380 as a component of general and administrative expenses in the accompanying consolidated statements of operations for the six months ended June 30, 2024 and 2023, respectively, pertaining to vesting of stock option awards.

 

Total unrecognized stock-based compensation expense related to unvested stock options at June 30, 2024 was approximately $5,410 and is expected to be recognized through the fourth quarter of 2024.

 

19

 

Restricted Stock

 

For the six months ended June 30, 2024 and 2023, the following is a summary of restricted stock activity:

 

  

Number of

 
  

Shares

 

Outstanding - January 1, 2024

  117,334 

Granted

  251,865 

Forfeited

  (6,098)

Vested

  (111,236)

Outstanding - June 30, 2024

  251,865 

 

  

Number of

 
  

Shares

 

Outstanding - January 1, 2023

  69,114 

Granted

  30,490 

Forfeited

  - 

Vested

  (69,114)

Outstanding - June 30, 2023

  30,490 

 

The Company recorded non-cash stock-based compensation expense of $137,943 and $58,000 as a component of general and administrative expenses in the accompanying consolidated statements of operations for the six months ended June 30, 2024 and 2023, respectively, pertaining to granting of restricted stock awards.

 

Total unrecognized stock-based compensation expense related to 251,865 unvested restricted stock units at June 30, 2024 was approximately $119,863 and is expected to be fully recognized by the second quarter of 2025.

 

 

13. Income Taxes

 

The Company’s quarterly income tax provision is based upon an estimated annual income tax rate. The Company’s quarterly provision for income taxes also includes the tax impact of discrete items, if any, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur.

 

20

 

During the three months ended June 30, 2024 and 2023, the Company recorded income tax expense of $3,781 and an income tax expense of $950, respectively. During the six months ended June 30, 2024 and 2023, the Company recorded income tax expense of $6,271 and an income tax benefit of $9,923, respectively. 

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not 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 June 30, 2024. The valuation allowance at June 30, 2024 was $11,324,547. The net change in the valuation allowance during the six months ended June 30, 2024 was an increase of $567,141.

 

 

14. Segment Information

 

The Company operates in the following segments: (i) PDN Network, (ii) NAPW Network, and (iii) RemoteMore. The financial results of China Operations have been reclassified from the Company’s reportable segments to discontinued operations for six months ended June 30, 2023. There was no reportable activity related to discontinued operation in the same period in fiscal 2024.

 

The following tables present key financial information related of the Company’s reportable segments related to financial position as of June 30, 2024 and  December 31, 2023 and results of operations for the three and six months ended June 30, 2024 and 2023:

 

  

Three Months Ended June 30, 2024

 
  

PDN

  

NAPW

      

Corporate

     
  

Network

  

Network

  

RemoteMore

  

Overhead

  

Consolidated

 

Membership fees and related services

 $-  $108,355  $-  $-  $108,355 

Recruitment services

  1,145,278   -   -   -   1,145,278 

Contracted software development

  -   -   428,881   -   428,881 

Consumer advertising and marketing solutions

  7,946   -   -   -   7,946 

Total revenues

  1,153,224   108,355   428,881   -   1,690,460 

Income (loss) from continuing operations

  (37,783)  (32,239)  (120,272)  (392,056)  (582,350)

Depreciation and amortization

  35,398   19,169   346   -   54,913 

Income tax expense

  3,781   -   -   -   3,781 

Net loss from continuing operations

  (41,062)  (32,251)  (120,874)  (392,056)  (586,243)

 

  

As of June 30, 2024

 

Goodwill

 $465,752  $-  $952,001  $-  $1,417,753 

Intangibles assets, net

  151,400   19,052   208   -   170,660 

Assets from continuing operations, net of intercompany eliminations

  6,689,392   30,003   (920,543)  -   5,798,852 

 

  

Six Months Ended June 30, 2024

 
  

PDN

  

NAPW

      

Corporate

     
  

Network

  

Network

  

RemoteMore

  

Overhead

  

Consolidated

 

Membership fees and related services

 $-  $235,701  $-  $-  $235,701 

Recruitment services

  2,249,049   -   -   -   2,249,049 

Contracted software development

  -   -   913,842   -   913,842 

Consumer advertising and marketing solutions

  18,710   -   -   -   18,710 

Total revenues

  2,267,759   235,701   913,842   -