Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities

On September 26, 2024, Professional Diversity Network, Inc. (the "Company") entered into a stock purchase agreement (the "Agreement") with Yu Tian (the "Investor"), an individual and a resident of the People's Republic of China, in connection with the purchase by the Investor of 398,671 shares of common stock of the Company (the "Shares") at a price of approximately $0.301 per share (representing a 30% discount to the closing price of the Company's common stock on the day prior to the execution of the Agreement) for aggregate gross proceeds of $120,000. The closing of the transaction took place on September 27, 2024 (the "Closing Date").

The issuance of the Shares was exempt from registration due to the exemption for offshore transactions found in Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), and other exemptions from the registration requirements of the Securities Act. The Company relied, in part, upon representations that the Investor was not in the United States at the time of the purchase and is not, and is not acting for the benefit of, a U.S. Person as defined in Rule 902(k) under Regulation S under the Securities Act.

A copy of the Agreement is attached hereto as Exhibits 10.1 and is incorporated herein by reference. ‎