Professional Diversity Network Enters $20M Stock Purchase Agreement With Streeterville Capital

On September 5, 2025, Professional Diversity Network, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with Streeterville Capital, LLC, a Utah limited liability company (the "Investor"), pursuant to which the Company agreed to issue and sell to the Investor shares of its common stock, par value $0.01 per share ("Common Stock"), in one or more pre-paid advance purchases (each, a "Pre-Paid Purchase" and collectively, the "Pre-Paid Purchases") for an aggregate purchase price of up to $20,000,000. The Company also agreed to issue to the Investor 22,197 shares of Common Stock (the "Commitment Shares") as consideration for the Investor's commitment, after Shareholder Approval (as defined below) is obtained, and 227,500 shares of Common Stock for $2,275 as pre-delivery shares (the "Pre-Delivery Shares"), which Pre-Delivery Shares will be issued at the closing of the transactions contemplated by the Securities Purchase Agreement. The transactions is scheduled to close on September 5, 2025 (the "Closing Date"). The proceeds from the Pre-Paid Purchases are expected to be used for working capital and other corporate purposes, including repayment of debt, strategic and other general corporate purposes.

The Securities Purchase Agreement provides for an initial Pre-Paid Purchase in the principal amount of up to $8,655,000 (the "Initial Pre-Paid Purchase"), an original issue discount of up to $640,000 and transaction expenses of $15,000, the terms of which are set forth on secured prepaid purchase #1 ("Pre-Paid Purchase #1"). The Company received $3,397,725 in cash proceeds under the Initial Pre-Paid Purchase and $2,275 for the Pre-Delivery Shares on the Closing Date. The Initial Pre-Paid Purchase accrues interest at the rate of 8% per annum.

Within thirty (30) days after closing, the Investor will fund the remaining $4,602,275.00 under the Initial Pre-Paid Purchase into a deposit account (the "Deposit Account") of the Company's wholly-owned subsidiary, IPDN Holdings, LLC, a Utah limited liability company ("IPDN Holdings"), to be secured by a deposit account control agreement (the "DACA"), a guaranty (the "Guaranty") by IPDN Holdings, and a pledge agreement (the "Pledge Agreement") by the Company pledging 100% of the equity interests in IPDN Holdings, subject to certain conditions: (i) the DACA, the Guaranty and the Pledge Agreement are each executed and delivered to the Investor, (ii) the Deposit Account has been opened, (iii) no Event of Default (as defined in the Initial Pre-Paid Purchase) under the Initial Pre-Paid Purchase has occurred, and (iv) trading in the Common Stock is not suspended, halted, chilled, frozen, reached zero bid or otherwise ceased trading on the Nasdaq Capital Market.

The Pre-Delivery Shares and $3,397,725 shares of Common Stock issuable pursuant to the Pre-Paid Purchases (the "Purchase Shares") to be issued under the Initial Pre-Paid Purchase will be issued pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-282831) (the "Registration Statement"). Concurrently with the filing of this Current Report on Form 8-K, the Company is filing a prospectus supplement with the U.S. Securities and Exchange Commission (the "SEC") in connection with the offer and sale of such shares of Common Stock.