Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Entry into the Copyright Transfer Agreement

On September 12, 2025, Professional Diversity Network, Inc. (the "Company") entered into a copyright transfer agreement (the "Copyright Agreement") with Streams Ohio Corp. (the "Copyright Seller"), a non-affiliated accredited investor. Pursuant to the Copyright Agreement, the Company agreed to acquire eight (8) original musical works from the Copyright Seller for $1,800,000. Under the terms of the Copyright Agreement, consideration could be paid in cash, shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), or a combination thereof. The board of directors of the Company (the "Board") approved payment of the consideration through the issuance of 556,000 shares of Common Stock (the "Copyright Shares"), subject to the limitations of Listing Rule 5635 of The Nasdaq Stock Market LLC ("Nasdaq"). The Copyright Shares will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder. The Copyright Agreement contains customary representations, warranties and covenants.

Entry into the Consulting Agreement

On September 12, 2025, the Company entered into a consulting agreement (the "Consulting Agreement") with B&W Capital Group LLC (the "Consultant"), a non-affiliated accredited investor. Under the Consulting Agreement, the Company engaged the Consultant to provide strategic, business development, investor relations and capital markets advisory services for a period of 12 months, unless terminated earlier pursuant to the terms therein. As consideration for such services, the Board approved the issuance of 550,000 shares of Common Stock (the "Consulting Shares"), also subject to the limitations of Nasdaq Listing Rule 5635. The Consulting Shares will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. The Consulting Agreement contains customary representations, warranties and covenants.

The foregoing descriptions of the Copyright Agreement, the Consulting Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.1 and 10.2 to this Current Report on Form 8-K (this "Form 8-K"), respectively, and incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in "Item 1.01 Entry into a Material Definitive Agreement" relating to the issuance of Common Stock is incorporated by reference herein in its entirety. The offer and sale of shares of Common Stock pursuant to the Copyright Agreement and the Consulting Agreement is and will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. This Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the shares of Common Stock, nor shall there be an offer, solicitation or sale of the shares of Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.