Security

Type

Security

Class

Title

Fee

Calculation

or Carry

Forward

Rule

Amount

Registered⁽¹⁾

Proposed

Maximum

Offering

Price Per

Unit

Per

Share⁽¹⁾

Maximum

Aggregate

Offering

Price⁽¹⁾

Fee Rate

Amount of

Registration

Fee

Carry

Forward

Form

Type

Carry

Forward

File

Number

Carry

Forward

Initial

Effective

Date

Filing Fee

Previously

Paid in

Connection

with

Unsold

Securities

to be

Carried

Forward

Newly Registered Securities

Equity

Common Stock, $0.01 par value per share

Rule 457(o)

⁽²⁾

⁽²⁾

$5,585,017

0.00015310

$855.07

Carry Forward Securities

Equity

Common Stock, $0.01 par value per share

Rule 415(a)(6)

$19,414,983⁽³⁾

0.0000927

S-3

333-260316

October 26, 2021

$1,799.77

Total Offering Amounts

$25,000,000

$855.07

Total Fees Previously Paid

$550.56

Total Fee Offsets

—

Net Fee Due

$304.51

(1)

This Registration Statement on Form S-3 relates to shares of common stock, $0.01 per value per ‎share (“Common Stock”) of Professional Diversity Network, Inc. (the “Registrant”) that may be ‎sold from time to time at indeterminate prices. The aggregate maximum offering price of all ‎securities issued pursuant to this Registration Statement shall not exceed $25,000,000. Pursuant ‎to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration ‎Statement also covers such indeterminate number of shares of Common Stock as may be ‎issuable with respect to the shares being registered hereunder as a result of stock splits, stock ‎dividends or similar transactions. ‎

(2)

Omitted pursuant to Instruction 2(A)(ii)(b) to Item 16 of Form S-3.

(3)

Pursuant to Rule 415(a)(6) under the Securities Act, the Registrant is carrying forward to this Registration Statement $19,414,983 of unsold securities (the “Unsold Securities”) previously registered under the Registrant’s prior registration statement on Form S-3 (File No. 333-260316) filed on October 18, 2024 (the “Prior Registration Statement”). The registration fee of $1,799.77 relating to the Unsold Securities, which the Registrant previously paid, will continue to be applied to those Unsold Securities pursuant to Rule 415(a)(6), and the offering of such Unsold Securities under the Prior Registration Statement will be deemed terminated as of the effective date of this Registration Statement. In addition to Unsold Securities being carried forward from the Prior Registration Statement, the Registrant is also registering hereby the offer and sale of an additional $5,585,017 of new securities for which the Registrant is paying a registration fee of $855.07, of which $550.56 has been previously paid.