UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549










Form
10-K/A

(Amendment
No. 1)












(Mark
One)

|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2017



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
        (State
        or Other Jurisdiction ofIncorporation or Organization)                                                                             | 80-0900177
        (I.R.S.
        EmployerIdentification No.)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------
|                                                                                                                                                                   |                                                               
|801
                                         W. Adams Street, Suite 600
        Chicago,
        Illinois
        (Address
        of Principal Executive Offices) | 60607
        (Zip
        Code)                              



(312)
614-0950

(Registrant’s
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              



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



None










Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes [  ] No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes [  ] No [X]



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 [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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 [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [  ]



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. (Check
One):



|Large
    accelerated filer [  ] | Accelerated
    filer [  ] | Non-accelerated
    filer [  ] | Smaller
    reporting company [X]
|-------------------------------- | -------------------------- | ------------------------------ | ---------------------------------
|Emerging
    growth company [X]  |                            |                                |                                  



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 [X]



The
aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on June 30, 2017, the last
business day of the registrant’s most recently completed second fiscal quarter, was approximately $9,349,000 (based on a
price per share of $6.88, the price at which the common shares were last sold as reported on the NASDAQ Capital Market on such
date).



There
were 4,334,894 shares outstanding of the registrant’s common stock as of April 25, 2018.



DOCUMENTS
INCORPORATED BY REFERENCE

None.




















EXPLANATORY
NOTE



We
are filing this Amendment No. 1 (this “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended December
31, 2017, which was originally filed with the Securities Exchange Commission (the “SEC) on March 30, 2018 (the “Original
Filing”), solely for the purposes of providing the information required by Items 10, 11, 12, 13 and 14 of Part III of Form
10-K that has not been included in the Original Filing. This information was previously omitted from the Original Filing in reliance
on General Instruction G(3) to Form 10-K , which permits the information in the above referenced items to be incorporated by reference
into the Form 10-K by reference to our definitive proxy statement if such statement is filed no later than 120 days after our
fiscal year-end. This Amendment amends Items 10, 11, 12, 13 and 14 of Part III of the Original Filing, and deletes the references
included on the cover page and in Part III of the Original Filing to the incorporation by reference of a definitive proxy statement
into Part III of the Original Filing. In addition, Item 15 of Part IV is being amended solely to add as exhibits certain new certifications
in accordance with Rule 13a-14(a) promulgated by the SEC under the Securities Exchange Act of 1934.



This
Amendment does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment should
be read in conjunction with the Original Filing, as well as with our other filings with the SEC.













PROFESSIONAL
DIVERSITY NETWORK, INC.

2017
ANNUAL REPORT ON FORM 10-K/A

TABLE
OF CONTENTS



|             | PART III                                                                                       |   
|------------ | ---------------------------------------------------------------------------------------------- | --
|             |                                                                                                |   
|Item
    10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                         | 1 
|             |                                                                                                |   
|Item
    11. | EXECUTIVE COMPENSATION                                                                         | 6 
|             |                                                                                                |   
|Item
    12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 12
|             |                                                                                                |   
|Item
    13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      | 14
|             |                                                                                                |   
|Item
    14. | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                         | 19
|             |                                                                                                |   
|             | PART IV                                                                                        |   
|             |                                                                                                |   
|Item
    15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                     | 20
|             |                                                                                                |   
|             | SIGNATURES                                                                                     | 21











PART
III



Item
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Board
of Directors



Set
forth below is the name of each member of the Board, as well as each such person’s age, his or her current principal occupation
(which has continued for at least the past five years unless otherwise indicated) together with the name and principal business
of the company that employs such person, if any, the period during which such person has served as a director of the Company,
all positions and offices that such person holds with the Company and such person’s directorships over the past five years
in other companies with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) or subject to the requirements of Section 15(d) of the Exchange Act or companies registered
as an investment company under the Investment Company Act of 1940 and the specific experience, qualifications, attributes or skills
that led to the conclusion that such person should serve as a director of the Company. There are no family relationships between
our executive officers and directors. There is currently one vacancy on the Board.



|Name                     |  | Age |  | Position                                           
|------------------------ |  | --- |  | ---------------------------------------------------
|James
    Kirsch         |  | 56  |  | Director
    and Executive Co-Chairman of the Board
|Maoji
    (Michael) Wang |  | 46  |  | Director
    and Chief Executive Officer           
|Jingbo
    (James) Song  |  | 64  |  | Director
    and Executive Co-Chairman of the Board
|Star
    Jones           |  | 56  |  | Director
    and President                         
|Xin
    (Adam) He        |  | 45  |  | Director
    (1) (2)                               
|Michael
    Belsky       |  | 59  |  | Director
    (1) (2) (3)                           
|Xianfang
    (Scott) Liu |  | 65  |  | Director
    (1) (3)                               
|Hao
    (Howard) Zhang   |  | 50  |  | Director
    (2) (3)                               



(1)
Member of our audit committee.

(2)
Member of our compensation committee.

(3)
Member of our nominating and corporate governance committee.



James
Kirsch has served as our Executive Co-Chairman of the Board since November 2016. He previously served as our Chief Executive
Officer and Chairman of the Board from the consummation of our initial public offering in March 2013 until March 2016 and, prior
to our initial public offering, served as our Chief Executive Officer and a member of our management board since 2008. Mr. Kirsch
served as Chief Strategic Officer at AMightyRiver.com, a division of the Company from 2004 to 2008 and from 1996 to 2001 as Chief
Executive Officer of eSpecialty Brands, an online retail company. Previously, Mr. Kirsch served as Chief Executive Officer at
iMaternity.com, the ecommerce partner of iVillage.com from 1983 to 1996 and Manager, Vice President and Chief Operating Officer
at Dan Howard Industries, a vertically integrated retailer of apparel. He holds a B.S. in Economics and Political Science from
University of Arizona. We believe Mr. Kirsch is a valuable asset to the Board because of his experience and vision in leading
the Company since 2008. On March 6, 2018, Mr. Kirsch notified the Company of his intent to resign as Co-Executive Chairman of
the Board, which notification triggered a ninety-day notice period at the expiration of which Mr. Kirsch shall no longer serve
as Co-Executive Chairman. Following Mr. Kirsch’s resignation as Co-Executive Chairman he shall continue to serve as a director
and non-executive Chairman of the Company and Mr. James Song shall be the sole Executive Chairman of the Board.





1









Maoji
(Michael) Wang has been our Chief Executive Officer and a member of the Board since November 2016. He is also an investor
in Cosmic Forward Limited (“CFL”), the Company’s majority stockholder and is currently the managing partner
of Beijing Daqian Law Firm, and has held that position since November 2005. Mr. Wang has also served as a vice president at GNet
Group Plc, an e-commerce company based in China, since April 2014, and as Chief Executive Officer of Tibet Weibai Investment Fund
Management Co., Ltd. since March 2016, Guangzhou Gaixin Network Technology Development Co., Ltd. since May 2016 and Guangzhou
Yougaojiu Marketing Management Co., Ltd. since June 2016. He has also worked as a supervisor at Guangzhou Wu Wei E-commerce Services
Co., Ltd. since January 2015 and Yunnan Linkenuodi Education Information Consulting Co., Ltd. since November 2012. Mr. Wang was
originally appointed to our Board under the terms of
a stockholders’ agreement entered into between the Company and CFL, our majority stockholder, which agreement grants to
CFL the right to designate one director nominee for every 9.9% of the total voting power of our common stock that CFL beneficially
owns, up to a maximum of six directors.



Jingbo
(James) Song has been a member of the Board and its Executive Co-Chairman since November 2016. He has served as Chairman of
GNet Group Plc., an e-commerce company based in China since March 2016. Before joining GNet Group Plc., Mr. Song was retired.
Mr. Song was originally appointed to our Board under
the terms of a stockholders’ agreement entered into between the Company and CFL, our majority stockholder, which agreement
grants to CFL the right to designate one director nominee for every 9.9% of the total voting power of our common stock that CFL
beneficially owns, up to a maximum of six directors.



Star
Jones has been our President and a member of the Board since September 2014. She joined NAPW’s predecessor company in
September 2011 as its National Spokesperson and became its Chief Development Officer in May 2013 and President in June 2014. Ms.
Jones became the “face” of NAPW, tasked with conveying the message, brand and image of NAPW worldwide. As President,
she has responsibility for the overall development, expansion and implementation of NAPW’s development and programming strategy.
For the last 25 years, Ms. Jones has been a licensed attorney in the State of New York and was formerly a New York homicide prosecutor.
Ms. Jones has worked in television for more than 20 years as a journalist, talk show host, commentator, NBC News Legal Correspondent
and Veteran Legal Analyst and co-host of ABC’s The View for nine years. She is also regularly seen on NBC’s
Today Show and CNN’s Piers Morgan Live as a veteran law and news analyst. Ms. Jones is also an accomplished
author who has written two best-selling non-fiction books, You Have to Stand for Something, or You’ll Fall for Anythingand Shine...a Physical, Emotional & Spiritual Journey to Finding Love. Her third book, Satan’s Sisters,
a fictional account of the behind-the-scenes workings of a daytime talk show, was published in the spring of 2011. In the corporate
world, Ms. Jones has been a featured personality for numerous consumer brands including Payless, Saks Fifth Avenue and Kohls,
and has appeared on the cover of and/or been featured in a number of major newspapers and magazines in the country on topics ranging
from news to lifestyle. Her newest venture, Status, by Star Jones, a collection of women’s apparel for the professional
woman, was launched by QVC in the fall of 2013. Since 2011, she has actively participated in the American Heart Association’s
National Go Red efforts, has lobbied Congress on behalf of that association and was asked by the Presidential Inaugural Committee
to speak at the National Day of Service on heart health during President Obama’s 2013 Inauguration. As the National Volunteer
for the American Heart Association, Ms. Jones led NAPW in its efforts to help raise awareness of heart disease during “Heart
Month,” helping to raise millions of dollars for much needed research and community outreach.



Xianfang
(Scott) Liu has been a member of the Board since November 2016. Mr. Liu has been a professor and Director of the Center for
International Business Studies at the New York Institute of Technology (NYIT) since September 1997. Since September 2008, Mr.
Liu has also served as Executive Associate Dean for Global Programs at NYIT. From December 2006 to September 2008, he also served
as Dean of the School of Management at NYIT. Mr. Liu was originally appointed to our Board under the terms of a stockholders’ agreement entered into between the Company and
CFL, our majority stockholder, which agreement grants to CFL the right to designate one director nominee for every 9.9% of the
total voting power of our common stock that CFL beneficially owns, up to a maximum of six directors.





2









Hao
(Howard) Zhang has been a member of the Board since November 2016. Mr. Zhang is a private investor based in China. Mr. Zhang
has served as a director of Wealth Power Global Trading Limited since June 2015. Mr. Zhang was originally appointed to our Board under the terms of a stockholders’ agreement entered
into between the Company and CFL, our majority stockholder, which agreement grants to CFL the right to designate one director
nominee for every 9.9% of the total voting power of our common stock that CFL beneficially owns, up to a maximum of six directors.



Xin
(Adam) He has been a member of the Board since January 2018. Mr. He has served as Chief Financial Officer of Wanda America
Investment Holding Co. since May 2012, and majorly managed two projects - a 99-story landmark building development in downtown
Chicago since February 2015, and NYSE traded AMC Entertainment Holdings, Inc. from August 2012 to February 2015, principally involved
in the theatrical exhibition business by owning and operating 660 theatres primarily located in the United States. He also served
as an independent board director at iFresh Inc. and Energy Focus Inc., both listed on Nasdaq. From December 2010 to May 2012,
he served as Financial Controller of NYSE listed Xinyuan Real Estate Co., a top developer of large scale, high quality residential
real estate projects. Previously, Mr. He served as an auditor at Ernst & Young, LLP in New York, and held various roles at
Chinatex Corporation and an architecture company. He is a member of the Financial Executives International and vice chair of the
China General Chamber of Commerce Chicago. Mr. He obtained a Master of Science in Taxation from Central University of Finance
and Economics in Beijing, and a Master of Science in Accounting from Seton Hall University in New Jersey. He is a Certified Public
Accountant, both in China and in US. Mr. He was appointed to our Board under the terms of the stockholders’ agreement
entered into between the Company and CFL.



Michael
D. Belsky has been a member of the board since January 2018. Mr. Belsky is the Executive Director of the Center for Municipal
Finance at Harris and teaches a course on the fundamentals of municipal bonds as part of the Municipal Finance Certificate Program.
Mr. Belsky has over 30 years of experience in the Municipal Bond Industry. Mr. Belsky spent most of his career as Group Managing
Director of the Public Finance Group at Fitch Ratings. He worked at the rating agency from 1993 to 2008 and was named top rating
agency executive in public finance by institutional investors three years in a row (Smith’s Research and Ratings Review
Municipal All Star Team, 2005–07). Mr. Belsky began his career in 1984 as a municipal bond analyst at the Northern Trust
Company. He subsequently worked as a municipal bond underwriter and as a public finance investment banker. In 1989 he established
and began managing a public finance department for Mesirow Financial, a regional investment bank in Chicago. Mr. Belsky also served
two terms as a member of the City Council in Highland Park, Illinois (1995–2003), and two terms as mayor (2003–11).
Under his leadership the city received national recognition in the areas of environmental sustainability, budgeting, financial
reporting, affordable housing and local health initiatives. The city maintained a triple-A rating by Moody’s Investors Service
throughout his tenure. From 2008 to 2011 Mr. Belsky was a member of the Governmental Accounting Standards Board, a national body
that sets accounting and financial reporting standards for state and local governments. Mr. Belsky is a recognized expert in municipal
finance and has spoken at numerous conferences and seminars, including at Bloomberg and the Greenwich Round Table. He was recently
asked by the SEC to testify as an expert in hearings on secondary market disclosure in the municipal bond market. He has lectured
on public finance at Northwestern University, the LBJ School at the University of Texas, the School of Public and Environmental
Affairs at Indiana University, the Graduate Program in City Management at Northern Illinois University, and the University of
Illinois. Mr. Belsky received a BA in urban studies from Lake Forest College and an MA in public policy from the University of
Chicago.





Executive
Officers



The
following table provides the name, age and position of each of our executive officers. There are no family relationships between
or among our executive officers and directors.



|Name                      |  | Age |  | Position                                           
|------------------------- |  | --- |  | ---------------------------------------------------
|James
    Kirsch          |  | 56  |  | Director
    and Executive Co-Chairman of the Board
|Jingbo
    (James) Song   |  | 64  |  | Director
    and Executive Co-Chairman of the Board
|Maoji
    (Michael) Wang  |  | 46  |  | Director
    and Chief Executive Officer           
|Star
    Jones            |  | 56  |  | Director
    and President                         
|Jiangping
    (Gary) Xiao |  | 39  |  | Chief
    Financial Officer and Secretary          





3









James
Kirsch’s biographical information is included under the heading “Item 10. Directors, Executive Officers, and Corporate
Governance – Board of Directors.”



Jingbo
(James) Song’s biographical information is included under the heading “Item 10. Directors, Executive Officers,
and Corporate Governance – Board of Directors.”



Maoji
(Michael) Wang’s biographical information is included under the heading “Item 10. Directors, Executive Officers,
and Corporate Governance – Board of Directors.”



Star
Jones’ biographical information is included under the heading “Item 10. Directors, Executive Officers, and Corporate
Governance – Board of Directors.”



Jiangping
(Gary) Xiao has served as Chief Financial Officer since March of 2017. Prior to that, he served as Corporate Controller of
United Tactical Systems, a private-equity owned non-lethal weapon and projectile manufacturer, from April 2016 until March 7,
2017. Prior to that, from June 2013 to April 2016, Mr. Xiao served as Controller of Petstages, a pet toy company. Earlier in his
career, Mr. Xiao served as the Controller of the Operations Management Group of The Jordan Company, a private equity firm, from
August of 2008 to May of 2013, and as a Senior Finance Associate, Financial Planning and Analysis of United Airlines from June
2006 to August of 2008. Mr. Xiao obtained a Master of Business Administration from the Ross School of Business Management at the
University of Michigan in 2006 and a B.A. in Accounting from Tsinghua University in Beijing, China in 2000.



4







Section
16(a) Beneficial Ownership Reporting Compliance



Section
16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than ten percent of a registered
class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors
and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file.
Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons
that they have complied with the relevant filing requirements, we believe that, during the year ended December 31, 2017, all of
our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements,
except that, due to administrative error, the following forms were filed late:



| | ● | Hao
                                         Zhang filed a Form 4 on April 24, 2018 to report transactions that occurred on June 26,
                                         2017;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Xianfang
                                         (Scott) Liu filed a Form 4 on April 24, 2018 to report transactions that occurred on
                                         June 26, 2017;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Maoji
                                         (Michael) Wang filed a Form 4 on April 14, 2017 (which was subsequently amended on March
                                         16, 2018) to report transaction that occurred on March 9, 2017;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Jiangping
                                         (Gary) Xiao filed a Form 4 on April 14, 2017 to report transactions that occurred on
                                         March 9, 2017;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Jiangping
                                         (Gary) Xiao filed a Form 3 on April 14, 2017 after becoming subject to Section 16(a)
                                         reporting requirements on March 7, 2017;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Michael
                                         Belsky filed a Form 3 on April 24, 2018 after becoming subject to Section 16(a) reporting
                                         requirements on January 22, 2018;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Xin
                                         (Adam) He filed a Form 3 on April 27, 2018 after becoming subject to Section 16(a)
                                         reporting requirements on January 22, 2018;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | ● | Xin (Adam) He filed a Form 4 on April 27, 2018 to report transactions that occured on April
    19, 2018.
| | - | ---------------------------------------------------------------------------------------------------------





Code
of Business Conduct and Ethics



We
have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including those
officers responsible for financial reporting. The code of business conduct and ethics is available on our corporate website at
www.prodivnet.com. Any amendment to, or waiver from, a provision of such code of ethics will be posted on our website.
Information on the Company’s website is not incorporated by reference herein.



Committees
of the Board



Audit
Committee. The Audit Committee was established for the purpose of overseeing the Company’s accounting and financial
reporting processes and audits of the Company’s financial statements. The Audit Committee’s primary functions are:



| | ● | to
                                         assist the Board with the oversight of the Company’s financial reporting process,
                                         accounting functions and internal controls; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the
                                         appointment, compensation, retention and oversight of the work of any registered public
                                         auditing firm employed by the Company for the purpose of preparing or issuing an audit
                                         report or related work.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





5









The
Audit Committee currently consists of Xin (Adam) He (Audit Committee Chair), Michael Belsky and Xianfang (Scott) Liu, each of
whom are independent under the rules of the NASDAQ Stock Exchange. The Audit Committee meets periodically with the Company’s
independent registered public accounting firm, both with and without management present. The Board has determined that Mr. He
is an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K under the Exchange Act.
A copy of the Audit Committee charter is posted and available on the Corporate Governance link of the Investor Relations section
of the Company’s website, www.prodivnet.com. Information on the Company’s website is not incorporated by reference
herein.



Item
11. EXECUTIVE COMPENSATION



In
this section, we describe our compensation programs and policies and the material elements of compensation for the year ended
December 31, 2017 for our Chief Executive Officer, and our two most highly compensated executive officers, other than our Chief
Executive Officer, whose total compensation was in excess of $100,000. Other than as disclosed below, we did not have any other
employee whose compensation was such that executive compensation disclosure would be required but for the fact that they were
not executive officers as of the end of the last fiscal year. We refer to all individuals whose executive compensation is disclosed
herein as our “named executive officers.”



All
share and share-based numbers in the below tables and footnotes thereto reflect the Company’s one-for-eight reverse stock
split effected on September 27, 2016.



Summary
Compensation Table



The
following table provides information regarding the compensation earned during the years ended December 31, 2017 and December 31,
2016 by the persons who served as our Chief Executive Officer and our two most highly compensated executive officers, other than
our Chief Executive Officer, whose total compensation was in excess of $100,000.



|Name
    and Principal Position                                 |  | Year |      |  | Salary ($) |   |         | Bonus ($) |  |   | Option Awards ($) |  |  | All
                                         Other Compensation ($) |         |     | Total ($) |  
|--------------------------------------------------------------- |  | ---- | ---- |  | ---------- | - | ------- | --------- |  | - | ----------------- |  |  | ------------------------------------------------------------------- | ------- | --- | --------- | -
|Maoji (Michael) Wang,                                           |  |      | 2017 |  |            | $ | 320,000 |           |  | $ | —                 |  |  | $                                                                   | 928,200 | (2) |           | $
|Chief Executive Officer(1)                                      |  |      | 2016 |  |            | $ | 7,890   |           |  | $ | —                 |  |  |                                                                     | —       |     |           | $
|James Kirsch,                                                   |  |      | 2017 |  |            | $ | 337,261 |           |  | $ | —                 |  |  |                                                                     | —       |     |           | $
|Co-executive Chairman and Former Chief
    Executive Officer(3) |  |      | 2016 |  |            | $ | 344,792 |           |  | $ | —                 |  |  |                                                                     | —       |     |           | $
|Jingbo Song,                                                    |  |      | 2017 |  |            | $ | 315,205 |           |  | $ | —                 |  |  | $                                                                   | —       |     |           | $
|Co-executive Chairman (4)                                       |  |      | 2016 |  |            | $ | —       |           |  | $ | —                 |  |  | $                                                                   | —       |     |           | $










|(1) | Mr.
    Wang was appointed as our Chief Executive Officer on December 22, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2) | Represents
    the grant date fair value of the stock options awarded to Mr. Wang on March 9, 2017 computed in accordance with FASB
    ASC Topic 718. On such date, Mr. Wang was granted an option to purchase 210,000 shares of the Company’s common stock
    at an exercise price of $10.72, of which one-third of such options were immediately exercisable on the date of the grant,
    one-third vested and became exercisable on December 22, 2018 and the remaining one-third vest and become exercisable on December
    22, 2019. Please refer to Note 10 of our Quarterly Report on Form 10-Q for the three months ended March 31, 2017 for the assumptions
    utilized in calculating the fair value.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(3) | Mr.
    Kirsch served as our Co-Executive Chairman since March 30, 2016. On March 6, 2018, Mr. Kirsch notified the Company of his
    intent to resign as Co-Executive Chairman of the Board, which notification triggered a ninety-day notice period at the expiration
    of which Mr. Kirsch shall no longer serve as Co-Executive Chairman. Following Mr. Kirsch’s resignation as Co-Executive
    Chairman he shall continue to serve as a director and non-executive Chairman of the Company and Mr. James Song shall be the
    sole Executive Chairman of the Board.                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(4) | Mr.
    Song was appointed as our Co-Executive Chairman effective January 12, 2017.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 





6









Employment
Agreements with Named Executive Officers



In
2016, we entered into an employment agreement with Maoji (Michael) Wang, who became our Chief Executive Officer effective December
22, 2016 (the “Wang Employment Agreement”). We have also previously entered into employment agreements with
(i) James Kirsch, our Co-Chairman of the Board, who served as our Chairman and Chief Executive Officer through March 30, 2016
and (ii) Star Jones, our President (each such agreement, a “2014 Employment Agreement,” collectively, the “2014
Employment Agreements.”



2014
Employment Agreements



The
employment agreement with Mr. Kirsch provides that he will serve as the Company’s Chief Executive Officer and may be designated
to serve as Executive Chairman of the Board and receive an annual base salary of $275,000. Ms. Jones’s Employment Agreement
provides that she will serve as the Company’s President and receive an annual base salary of $300,000. Effective January
1, 2015, upon the approval of the Board, Mr. Kirsch’s annual base salary was increased from $275,000 to $325,000. Mr. Kirsch’s
Employment Agreement provides that his base salary will be automatically increased annually by the greater of 3% of his then current
base salary or the annual percentage increase in the Consumer Price Index.



Each
of the 2014 Employment Agreements provides for an initial term of three years that automatically renews for successive one-year
terms unless either party provides advance written notice of its intention to terminate the employment agreement. In March 2016,
Mr. Kirsch became our Executive Chairman. As a result, the term of Mr. Kirsch’s Employment Agreement was automatically renewed
for another three years, and his base salary in effect immediately prior to his change in role cannot be reduced.



The
2014 Employment Agreements provide that each of Mr. Kirsch and Ms. Star Jones will be eligible to receive an annual bonus and
have his or her salary reviewed each year by the Board. In addition, Mr. Kirsch and Ms. Jones will be reimbursed for all reasonable
business expenses incurred in the ordinary course of business and taking into consideration each such executive officer’s
unique responsibilities within the Company. The 2014 Employment Agreements also generally allow each of the executives to participate
in all benefit plans and programs offered by the Company.



Under
the terms of the 2014 Employment Agreements, each of Mr. Kirsch and Ms. Jones is subject to non-competition, non-interference
and non-raiding restrictive covenants during their employment and 18 months following the named executive officer’s last
day of employment with the Company. In the event that employment is terminated without “cause” or Mr. Kirsch and Ms.
Jones resign for “good reason” (as those terms are defined by the 2014 Employment Agreements), the post-employment
restrictive covenant period may not extend past the severance period (as described below). The 2014 Employment Agreements also
contain customary confidentiality, work product and return of Company property covenants.



The
2014 Employment Agreements provide each of Mr. Kirsch and Ms. Jones with severance pay in the event they are terminated without
“cause” or resign for “good reason.” Upon such a termination of employment, they are entitled to continue
to receive their monthly salary at the then current rate for the greater of six months or the number of remaining whole months
in their term (whether the initial term or an extension), as well as a pro rata bonus based on the Company’s actual performance
for the year in which such termination occurs. Finally, Ms. Jones’ Employment Agreement also provides that she will become
immediately fully vested in any unvested shares of restricted stock granted to her in connection with the merger with NAPW, Inc.
upon her termination without “cause” or her resignation for “good reason.”





7









Wang
Employment Agreement



The
Wang Employment Agreement with Mr. Wang was executed on March 9, 2017 (the “Wang Effective Date”) with a retroactive
effective date for purposes of base compensation of December 22, 2016. The Wang Employment Agreement continues until terminated
in writing by either party or earlier terminated pursuant to the provisions of the Wang Employment Agreement. Under the Wang Employment
Agreement, Mr. Wang will receive an annual base salary of $320,000, subject to adjustment in the sole discretion of the Board
or the Compensation Committee of the Board; provided however, that such annual base salary may not be decreased until the first
anniversary of the Wang Effective Date. Mr. Wang will be eligible to receive an annual incentive bonus, at a target amount of
not less than his base salary, based upon the achievement of one or more performance goals, targets, measurements and other factors,
established for such year by the Board or the Compensation Committee. Mr. Wang will also participate in all benefit plans and
programs, subject to certain conditions and exceptions, as are generally provided by the Company to its other senior executive
employees.



Under
the terms of the Wang Employment Agreement, Mr. Wang is subject to non-solicitation, non-competition and non-interference restrictive
covenants during his employment and for the 12-month period following his last day of employment with the Company. The Wang Employment
Agreement also contains customary confidentiality, work product and return of Company property covenants.



In
addition, Mr. Wang is entitled to severance pay if he is terminated without “cause” or resigns for “good reason,”
each as defined in the Wang Employment Agreement. Upon such termination, provided that he executes a release and waiver agreement,
Mr. Wang will be entitled to receive an amount equal to the sum of his base salary, any earned but unpaid bonus for the year prior
to the year of termination, and the pro rata portion of any bonus earned for the year in which termination occurs, as well as
continuation of applicable benefits for a period of 12 months following his termination.



In
connection with the approval of the Wang Employment Agreement, the Board also granted to Mr. Wang a non-qualified stock option
to purchase 210,000 shares of the Company’s common stock. The option will vest in accordance with the following schedule:
(i) 1/3 of the shares underlying the option vested immediately upon award, (ii) 1/3 of the shares underlying the option will vested
on the first anniversary of the Wang Effective Date, and (iii) 1/3 of the shares underlying the option will vest on the second
anniversary of the Wang Effective Date.





8









Additionally,
on March 9, 2017 (the “Xiao Effective Date”), the Company entered into an employment agreement (the “Xiao
Employment Agreement”) with Jiangping Xiao, the Company’s Chief Financial Officer. The Xiao Employment Agreement
continues until terminated in writing by either party or earlier terminated pursuant to the provisions of the Xiao Employment
Agreement. Under the Xiao Employment Agreement, Mr. Xiao will receive an annual base salary of $200,000, subject to adjustment
in the sole discretion of the Board or the Compensation Committee of the Board; provided, however, that such annual
base salary may not be decreased. Mr. Xiao will be eligible to receive an annual incentive bonus in an amount equal to up to fifty
percent (50%) of his base salary, based upon the achievement of one or more performance goals, targets, measurements and other
factors, established for such year by the Compensation Committee. Mr. Xiao will also participate in all benefit plans and programs,
subject to certain conditions and exceptions, as are generally provided by the Company to its other senior executive employees.
Under the terms of Xiao Employment Agreement, Mr. Xiao is subject to non-solicitation, non-competition and non-interference restrictive
covenants during his employment and for the 18-month period following his last day of employment with the Company. The Xiao Employment
Agreement also contains customary confidentiality, work product and return of Company property covenants. In addition, Mr. Xiao
is entitled to severance pay if he is terminated without “cause” or resigns for “good reason,” each as
defined in the Xiao Employment Agreement. Upon such termination, provided that he executes a release and waiver agreement, Mr.
Xiao will be entitled to receive an amount equal to six months of his base salary, any earned but unpaid bonus for the year prior
to the year of termination, and the pro rata portion of any bonus earned for the year in which termination occurs, as well as
continuation of applicable benefits for a period of six months following his termination. In connection with the approval of the
Xiao Employment Agreement, Mr. Xiao also received a non-qualified stock option to purchase 30,000 shares of the Company’s
common stock. The option will vest in accordance with the following schedule: (i) 1/3 of the shares underlying the option vested
immediately upon award, (ii) 1/3 of the shares underlying the option vested on the first anniversary of the Xiao Effective Date,
and (iii) 1/3 of the shares underlying the option will vest on the second anniversary of the Xiao Effective Date.



Outstanding
Equity Awards at December 31, 2017



The
following table sets forth the equity awards we have made to our named executive officers that were outstanding as of December
31, 2017.



|                     |  | Option
    Awards                                                                                            |        |  | Stock
    Awards                                                                                               | 
|-------------------- |  | ------------------------------------------------------------------------------------------------------------ | ------ |  | -------------------------------------------------------------------------------------------------------------- | 
|Name                 |  | Number
                                         of Securities Underlying Unexercised Options (#) exercisable |        |  | Number
                                         of Securities Underlying Unexercised Options (#) unexercisable | 
|Maoji (Michael) Wang |  |                                                                                                              | 70,000 |  |                                                                                                                | 
|James Kirsch         |  |                                                                                                              | —      |  |                                                                                                                | 
|Jingbo Song          |  |                                                                                                              | —      |  |                                                                                                                | 










|(1) | Represents
    unvested portion of an award of options to purchase 210,000 shares of the Company’s common stock. The stock options
    awarded pursuant to this stock option grant vest and become exercisable in accordance with the following schedule: (i) 1/3
    of the shares underlying the option vested immediately on the date of grant (March 9, 2017), (ii) 1/3 of the shares
    underlying the option vested on December 22, 2017, and (iii) 1/3 of the shares underlying the option will vest on December
    22, 2018.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





9









Director
Compensation



During
2017, we paid our non-employee directors the following fees in cash: (1) $30,000 annual retainer fee, (2) $60,000 cash in lieu
of Restricted Stock Units1, (3) a $5,000 retainer for those directors serving on the Audit Committee and a $10,000
retainer for the Audit Committee Chair, (4) a $4,000 retainer for those directors for serving on the Compensation Committee
and a $7,500 retainer for the Compensation Committee Chair, (4) a $2,500 retainer for those directors serving on the Nominating
and Corporate Governance Committee and a $5,000 retainer for the Nominating and Corporate Governance Committee Chair.



Messrs.
Wang, Song and Kirsch and Ms. Jones served as our executive officers during 2017. As executive officers, these individuals are
not compensated for their service as directors.



The
following table details the total compensation earned by the Company’s non-employee directors in 2017:





|Name           |  | Fees
    Earned or Paid in Cash ($) |        |     | All
    Other Compensation ($) |   |        | Total

    ($) | 
|-------------- |  | ----------------------------------- | ------ | --- | ------------------------------ | - | ------ | -------------- | 
|Lee Hillman    |  | $                                   | 55,750 | (1) |                                | $ | 90,000 | (2)            | 
|Xiaojing Huang |  | $                                   | 42,842 | (3) |                                | $ | 60,000 | (4)            | 
|Xianfang Liu   |  | $                                   | 40,874 | (5) |                                | $ | —      |                | 
|David Schramm  |  | $                                   | 65,660 | (6) |                                | $ | 90,000 | (2)            | 
|Hao Zhang      |  | $                                   | 41,455 | (7) |                                | $ | —      |                | 












|(1) | Represents
    Board annual retainer fees earned during 2016 and 2017 as well as fees earned for Mr. Hillman’s service as Chair of
    the Audit Committee. Mr. Hillman joined our Board in July 2016.                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                           
|(2) | Represents
    $30,000 cash compensation in lieu of Restricted Stock Units for 2016 and $60,000 cash compensation in lieu of Restricted Stock
    Units for 2017.                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                           
|(3) | Represents
    Board annual retainer fees earned during 2016 and 2017 as well as fees earned for Ms. Huang’s service as a member of
    Audit Committee and Compensation Committee. Ms. Huang joined our Board in November 2016.                                                                          
|    |                                                                                                                                                                                                                                                                                                           
|(4) | Represents
    $60,000 cash compensation in lieu of Restricted Stock Units for 2017.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                           
|(5) | Represents
    Board annual retainer fees earned during 2016 and 2017 as well as fees earned for Mr. Liu’s service as a member of Audit
    Committee and Nominating and Corporate Governance Committee. Mr. Liu joined our Board in November 2016.                                                       
|    |                                                                                                                                                                                                                                                                                                           
|(6) | Represents
    Board annual retainer fees earned during 2016 and 2017 as well as fees earned for Mr. Schramm’s service as Chair of
    the Compensation Committee and Nominating and Corporate Governance Committee and as a member of the Audit Committee. Mr. Schramm
    joined our Board in July 2016.
|    |                                                                                                                                                                                                                                                                                                           
|(7) | Represents
    Board annual retainer fees earned during 2016 and 2017 as well as fees earned for Mr. Zhang’s service as a member of
    Compensation Committee and Nominating and Corporate Governance Committee. Mr. Zhang joined our Board in November 2016.                                            










1Because the Company didn’t have sufficient shares available for issuance under its 2013 Equity Plan before June 26,
2017, certain Board members, including Messrs. Hillman and Schramm and Ms. Huang, chose to be compensated with cash in lieu of
Restricted Stock Units.







10











The
table below sets forth the unexercised options held by each of our non-employee directors outstanding as of December 31, 2017.



|Name           |  | Aggregate
                                         Number of

Unexercised
Stock

Options
Outstanding at

December
31, 2017 |  
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------- | -
|Lee Hillman    |  |                                                                                                                            | —
|Xiaojing Huang |  |                                                                                                                            | —
|Xianfang Liu   |  |                                                                                                                            | —
|David Schramm  |  |                                                                                                                            | —
|Hao Zhang      |  |                                                                                                                            | —





The
table below sets forth the number of Restricted Stock Units held by each of our non-employee directors outstanding as of December
31, 2017.



|Name           |  | Aggregate
                                         Number of Restricted
                                         Stock Units at December
                                         31, 2017 |      
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----
|Lee Hillman    |  |                                                                                                                                                                                            | —    
|Xiaojing Huang |  |                                                                                                                                                                                            | —    
|Xianfang Liu   |  |                                                                                                                                                                                            | 7,772
|David Schramm  |  |                                                                                                                                                                                            | —    
|Hao Zhang      |  |                                                                                                                                                                                            | 7,772



| | (1) | On
    June 26, 2017, the Company granted 7,772 restricted stock units (“RSUs”) to Mr. Liu and Zhang. The RSUs vest on
    June 28, 2018, subject to continued service on the vesting date. The RSUs have no voting or dividend rights. The fair value
    of the common stock on the date of grant was $7.72 per share.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11

















Item
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



Securities
Authorized for Issuance under Equity Compensation Plans



Equity
Compensation Plan Information



|                                                           |  | (a)                                                                                            |         |  | (b)                                                     |   |       | (c)                                                                                                                                             | 
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- | ------- |  | ------------------------------------------------------- | - | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------- | 
|Plan category                                              |  | Number of securities to  be issued upon exercise of  outstanding options,  warrants and rights |         |  | Weighted -average exercise price of outstanding options |   |       | Number of securities remaining  available for future issuance under  equity compensation plans  (excluding securities reflected in  column (a)) | 
|Equity compensation plans approved by our shareholders     |  |                                                                                                | 272,108 |  |                                                         | $ | 11.17 |                                                                                                                                                 | 
|Equity compensation plans not approved by our shareholders |  |                                                                                                | —       |  |                                                         |   | —     |                                                                                                                                                 | 
|Total                                                      |  |                                                                                                | 272,108 |  |                                                         | $ | 11.17 |                                                                                                                                                 | 



Security
Ownership of Management and Certain Beneficial Owners



The
following table sets forth information regarding the beneficial ownership of our Common Stock as of April 25, 2017 by:



| | ● | each
    person, or group of affiliated persons, known by us to beneficially own more than 5% of our Common Stock;
| | - | ------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                   
| | ● | each
    of our named executive officers;                                                                         
| |   |                                                                                                                   
| | ● | each
    of our directors; and                                                                                    
| |   |                                                                                                                   
| | ● | all
    of our directors and named executive officers as a group.                                                 



The
percentage ownership information shown in the table is based upon a total of 4,334,894 shares of Common Stock outstanding as of
April 25, 2018.



Information
with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our Common
Stock. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial
ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.
In addition, the rules include shares of Common Stock issuable pursuant to the exercise of stock options or warrants that are
either immediately exercisable or exercisable on or before the date that is 60 days after the date of this proxy statement. These
shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the
percentage ownership of that person. Unless otherwise indicated, the persons or entities identified in this table have sole voting
and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property
laws.



Unless
otherwise noted below, the address for each person or entity listed in the table is c/o Professional Diversity Network, 801 W.
Adams Street, Sixth Floor, Chicago, Illinois 60667.



12







|Name
    and Address of Beneficial Owner          |  | Amount
    and Nature of Beneficial Ownership |           |      | Percent
    of Class | 
|------------------------------------------------- |  | --------------------------------------------- | --------- | ---- | -------------------- | 
|5%
    Stockholders                               |  |                                               |           |      |                      | 
|Cosmic
    Forward Limited                        |  |                                               | 2,295,842 | (1)  |                      | 
|White
    Winston Select Asset Funds, LLC         |  |                                               | 305,616   | (2)  |                      | 
|Ahmed
    Alomari                                 |  |                                               | 286,326   | (3)  |                      | 
|Shengqi
    Cai                                   |  |                                               | 391,505   | (4)  |                      | 
|Executive
    Officers and Directors              |  |                                               |           |      |                      | 
|James
    Kirsch                                  |  |                                               | 218,127   | (5)  |                      | 
|Jingbo
    (James) Song                           |  |                                               | 31,490    | (6)  |                      | 
|Maoji
    (Michael) Wang                          |  |                                               | 232,163   | (7)  |                      | 
|Star
    Jones                                    |  |                                               | 119,887   |      |                      | 
|Jiangping(Gary) Xiao                              |  |                                               | 30,800    | (8)  |                      | 
|Xin
    (Adam) He                                 |  |                                               | -         |      |                      | 
|Michael
    Belsky                                |  |                                               | -         |      |                      | 
|Xianfang
    (Scott) Liu                          |  |                                               | 7,772     | (9)  |                      | 
|Hao
    (Howard) Zhang                            |  |                                               | 7,772     | (10) |                      | 
|Directors
    and officers as a group (9 persons) |  |                                               | 648,011   |      |                      | 





|*    | Less
    than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)  | Based
    on the most current Form 4 filed by Cosmic Forward Limited on January 18, 2017.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(2)  | Based
    on an amended Schedule 13D filed with the SEC on June 27, 2017 by White Winston Select Asset Funds, LLC. Todd M. Enright,
    Mark Blundell and Donald Feagan, the managers (the “Managers”) of White Winston, have shared voting power and
    dispositive power over the 305,616 shares beneficially owned by White Winston Select Asset Funds, LLC. Includes 125,000 shares
    that may be acquired upon the exercise of warrants that are currently exercisable for a purchase price of $20.00 per share.
    The Managers’ address is 265 Franklin St., Suite 1702, Boston, MA 02110.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(3)  | Based
    on an amended Schedule 13G filed by Mr. Alomari with the SEC on May 16, 2017. Mr. Alomari’s address is 3901 W Charleston
    Blvd #200, Las Vegas, NV 89102.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(4)  | Based
    on a Schedule 13G filed with the SEC on February 20, 2018 by Mr. Shengqi Cai. Mr. Cai’s address is New Zealand Mian
    Ling 11 Lane on the 9th, Dongcheng District, Dongguan City, Guangdong Province, China.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(5)  | 1,000 of these shares are held by Mr. Kirsch’s
daughter who shares the same household as Mr. Kirsch in an account over which Mr. Kirsch serves as custodian. 1,000 of these shares
are subject to Mr. Kirsch’s investment power and held in an account for Mr. Kirsch’s adult son and 1,000 of these
shares are subject to Mr. Kirsch’s investment power and held in an account for Mr. Kirsch’s adult daughter. 46,165
of these shares are currently owned by the Ladurini Family Trust and subject to an option agreement between the Ladurini Family
Trust and Mr. Kirsch pursuant to which Mr. Kirsch may purchase, during a ten year exercise period that began in March 2013, from
the Ladurini Family Trust a number of shares of the Company’s Common Stock at $64.00 per share, the initial public offering
price of such stock, as to which Mr. Kirsch would have sole voting and sole dispositive power upon acquisition. As of the date
of this proxy statement, Mr. Ladurini is also the beneficial owner of these 46,165 shares. 25,000 of these shares may be acquired
upon the exercise of options that are currently exercisable, or will become exercisable within 60 days of April 30, 2018.
|(6)  | Includes
    25,000 shares that may be acquired upon the exercise of options that are currently exercisable, or will become exercisable
    within 60 days of April 30, 2018.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(7)  | Includes
    163,333 shares that may be acquired upon the exercise of options that are currently exercisable, or will become exercisable
    within 60 days of April 30, 2018.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(8)  | Includes
    30,000 shares that may be acquired upon the exercise of options that are currently exercisable, or will become exercisable
    within 60 days of April 30, 2018.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(9)  | Includes
    7,772 restricted securities units that will vest on June 28, 2018.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(10) | Includes
    7,772 restricted securities units that will vest on June 28, 2018.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



13







Item
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



Certain
Relationships and Related Party Transactions



The
following is a summary of transactions, since January 1, 2017, to which we have been a party in which the amount involved exceeded
the lesser of $120,000 or 1% of the average of our total assets at December 31, 2016 and December 31, 2017, and in which any of
our directors, executive officers, beneficial holders of more than 5% of our capital stock or certain other related persons had
or will have a direct or indirect material interest, other than compensation arrangements that are described under the section
entitled “Executive Compensation.”



Transactions
with CFL



Stockholders’
Agreement. As previously disclosed, in November 2016, we concluded a transaction with CFL pursuant to a stock purchase
agreement, the result of which was that CFL became our majority stockholder. At time of the closing of such transaction with CFL,
we also entered into a stockholders’ agreement (as amended, the “Stockholders’ Agreement”) with
CFL and each of its shareholders: Maoji (Michael) Wang, Jingbo Song, Yong Xiong Zheng and Nan Nan Kou (collectively, 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 closing of the November transaction between CFL and the Company.



Under
the Stockholders’ Agreement, the CFL Shareholders and their respective controlled affiliates (collectively, the “CFL
Group”) are prohibited from directly or indirectly acquiring, agreeing to acquire or publicly proposing or offering
to acquire any shares of Common Stock directly from PDN or commencing any tender offer or exchange offer for any shares of common
stock, in each case which would cause the aggregate beneficial ownership of members of the CFL Group to exceed 54.64% of the then
outstanding shares of Common Stock, on a fully-diluted basis. In addition, members of the CFL Group are prohibited from directly
or indirectly acquiring, agreeing to acquire or publicly proposing or offering to acquire directly or indirectly, or commencing
any tender offer or exchange offer for, any other capital stock or debt securities of the Company. Any common stock or rights
to acquire common stock granted to an affiliate of CFL or a CFL Shareholder in his or her capacity as an employee, director or
officer of the Company pursuant to a board-approved compensation or equity plan are excluded from this beneficial ownership cap
and are to be excluded from the calculation of the beneficial ownership of members of the CFL Group.



Notwithstanding
the foregoing, members of the CFL Group have the right to make open market purchases or privately-negotiated purchases from the
Company’s stockholders of additional shares of common stock up to any amount, provided that, as a result of such purchases,
the Company does not have fewer than 350 stockholders, thus preventing the CFL Group from causing the Company to fall below the
number of stockholders required to maintain a listing on the NASDAQ Capital Market.



For
so long as members of the CFL Group beneficially own at least 25% of our outstanding shares of common stock, CFL and the CFL Shareholders
have a participation right with respect to any future issuances of our common stock, such that CFL and the CFL Shareholders may
purchase an amount of shares necessary to maintain its then-current beneficial ownership interest, up to a maximum of 54.64% of
our then-outstanding Common Stock, on a fully-diluted basis, subject to certain exceptions. This participation right does not
apply to any issuance by the Company:



| | ● | as
    consideration in any merger, acquisition or similar strategic transaction approved by the Board;                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                            
| | ● | to
    directors, officers or employees, advisors or consultants pursuant to a compensation, incentive or similar plan approved by
    the Board;          
| |   |                                                                                                                                                            
| | ● | as
    a result of the conversion of convertible securities or the exercise of any warrants, options or other rights to acquire PDN’s
    capital stock; or
| |   |                                                                                                                                                            
| | ● | in
    an “at the market offering” or other continuous offering of equity securities by PDN.                                                               



14







This
participation right also does not apply to the extent that, as a result of the exercise thereof, CFL and the CFL Shareholders
would beneficially own greater than 54.64% of PDN’s then outstanding Common Stock, on a fully-diluted basis.



The
Stockholders’ Agreement contains standstill provisions that, among other things and subject to certain exceptions, prohibit
members of the CFL Group from, directly or indirectly:



| | ● | facilitating,
    knowingly encouraging, inducing, supporting or becoming a “participant” in, or a member of certain “groups”
    (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) formed
    for the purposes of acting with respect to, any solicitation of proxies or consents with respect to any proposal submitted
    to the holders of our voting securities for their consideration, vote or consent, other than any such proposal included in
    the Company’s definitive proxy statement including the affirmative recommendation of the Board or any committee thereof;                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ● | submitting,
    inducing, facilitating or knowingly encouraging the making or submission by any person or entity to the Board, management
    or any of our security holders, any proposal or offer providing for or contemplating any merger, acquisition, sale, lease,
    mortgage, encumbrance or pledge or other transfer of all or a material portion of the assets of, business combination, amalgamation,
    share exchange, tender or exchange offer, recapitalization, reorganization, spin-off, issuance or sale or purchase or shares
    of any class of capital stock, dissolution, liquidation or winding up, or any similar transaction, in each case, involving
    the Company’s or any of its subsidiaries’ securities, assets or businesses, except for an acquisition proposal
    for all of the outstanding common stock satisfying the conditions described below; or
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ● | taking
    any action, directly or indirectly, to change the composition of the Board or its committees such that they no longer satisfy
    NASDAQ Listing Rule 5605 regarding board and committee independence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



These
restrictions generally do not prohibit members of the CFL Group from:



| | ● | making
    a bona fide acquisition proposal or offer to the Company to acquire all outstanding shares of Common Stock not then beneficially
    owned by members of the CFL Group, provided such proposal contemplates the acquisition of all shares of Common Stock for 100%
    cash consideration and is expressly and irrevocably conditioned at the time the proposal is made on the approval of both a
    committee (a “Special Committee”) of the Board comprised solely of independent directors, a majority of
    which are not CFL Board Designees (as defined below; currently Mr. Hillman and Mr. Schramm) and the affirmative vote of a
    majority of the outstanding shares of Common Stock not then beneficially owned by the CFL Group; or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ● | transferring
    their shares of Common Stock in connection with a third-party tender offer or a third-party business combination proposal,
    provided that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



| | o | such
    third-party tender offer or proposal was not commenced or conducted as a result of a breach of the standstill provisions of
    the Stockholders’ Agreement; and                                                                                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | o | no
    such transfer shall be permitted during the one-year period following the closing of the Share Issuance (the “Lock-Up
    Period”) unless the third-party tender offer or proposal has been approved and recommended by a Special Committee
    or by the Board (including the affirmative vote of a majority of the independent directors, which majority includes at least
    one independent director that is not a CFL Board Designee).



15







The
Stockholders’ Agreement provides for certain restrictions on the ability of members of the CFL Group to transfer their shares
of Common Stock during the Lock-Up Period. However, members of the CFL Group are permitted to transfer shares of Common Stock
to:



| | ● | CFL,
    one or more CFL Shareholders, any of their respective controlled affiliates, or, in the case of the CFL Shareholders, certain
    of its family members;                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                              
| | ● | certain
    third-parties as discussed above;                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                              
| | ● | to
    PDN or any of its subsidiaries; or                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                              
| | ● | in
    any transaction approved in advance by the Special Committee or the Board (including the affirmative vote of a majority of
    the independent directors, which majority includes at least one independent director that is not a CFL Board Designee).



Notwithstanding
these restrictions, during the Lock-Up Period, members of the CFL Group may transfer shares of Common Stock at any time, in a
single transaction or in multiple transactions, provided the aggregate number of shares transferred may not exceed 10% of the
outstanding shares of Common Stock. In addition, as noted above, members of the CFL Group may transfer their shares of Common
Stock during the Lock-Up Period in connection with a third-party tender offer or third-party business combination proposal.



Following
the expiration of the Lock-Up Period, members of the CFL Group may transfer their shares of Common Stock without restriction under
the Stockholders’ Agreement, provided that, as a result of such transfers, no single transferee acquires beneficial ownership
of more than 14.9% of the then-outstanding outstanding shares of Common Stock.



CFL
and the CFL Shareholders may transfer or issue capital stock of CFL to any party, as long as the CFL Shareholders continue to
own a majority of the outstanding capital stock and voting power of CFL.



Under
the Stockholders’ Agreement, CFL and the CFL Shareholders have the right to nominate individuals reasonably acceptable to
the Nominating and Governance Committee of the Board for election as directors of PDN (the “CFL Board Designees”),
for so long as the CFL Group beneficially owns at least 9.9% of PDN’s total voting power. For purposes of the Stockholders’
Agreement, “total voting power” means the total number of votes represented by and entitled to be cast by holders
of PDN’s outstanding voting securities.



CFL
has the right to nominate one director nominee for every 9.9% of total voting power that the CFL Group beneficially owns, provided
that, under the Stockholders’ Agreement, CFL will not have the right to nominate more than six directors regardless of how
many shares of Common Stock it beneficially owns. CFL and the CFL Shareholders may assign the right to designate a director to
any third party to whom CFL or a CFL Shareholder sells 9.9% of the total voting power.



For
so long as the Stockholders’ Agreement is in effect, the size of the Board will be fixed at nine directors.



In
addition, unless otherwise approved by the Board (including the affirmative vote of a majority of the independent directors then
on the Board, which majority includes at least one independent director that is not a CFL Board Designee), PDN will not utilize
any controlled company exceptions to the corporate governance requirements under NASDAQ rules. As CFL’s board designation
rights decrease, so do the number of CFL Board Designees that must be independent. Specifically, if CFL has the right to designate:



| | ● | Five
    or six CFL Board Designees, then three must be independent;                                           
| | - | ---------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                
| | ● | four
    CFL Board Designees, then two must be independent;                                                    
| |   |                                                                                                                
| | ● | three
    CFL Board Designees, then one must be independent; and                                               
| |   |                                                                                                                
| | ● | fewer
    than three CFL Board Designees, then CFL will not be required to designate any independent directors.



16







At
least one CFL Board Designee will serve on each committee of the Board. Consistent with the Stockholders’ Agreement and
as described in Item 5.02 below, at the closing of the Share Issuance, the Board appointed Jim Kirsch and Jingbo Song as co-Chairmen
of the Board. If Mr. Kirsch is no longer serving on the Board, then there will be no co-Chairmanship, and Mr. Song or another
CFL Board Designee will be the sole Chairman of the Board. Board Chairmanship will be designated by CFL for so long as CFL has
board designation rights under the Stockholders’ Agreement.



PDN
will maintain directors’ and officers’ liability insurance for the benefit of each CFL Board Designee on substantially
similar terms, conditions and amounts as its current insurance policy, and shall provide the CFL Board Designees with all benefits
as currently provided to other directors performing similar roles.



CFL
and the CFL Shareholders must cause all of the shares of Common Stock held by the CFL Group to be present for quorum purposes
at every meeting of PDN’s stockholders. In addition, CFL and the CFL Shareholders will cause all of the shares of Common
Stock held by the CFL Group to be voted (i) “for” the election of all director nominees approved and recommended by
the Board, for so long as PDN is in material compliance with the Stockholders’ Agreement and (ii) “against”
any proposal that would have the effect of circumventing the Stockholders’ Agreement.



Pursuant
to the Stockholders’ Agreement, following the expiration of the Lock-Up Period, CFL and the CFL Shareholders have unlimited
demand, shelf and piggyback registration rights to require PDN to effect a registration under the Securities Act of a resale of
the shares of Common Stock acquired by CFL at the closing of the Share Issuance and any other shares of Common Stock acquired
by CFL or the CFL Shareholders following the closing.



CFL
and the CFL Shareholders have the right to require PDN to file a registration statement every 120 days, and PDN has the right,
once per twelve-month period, to delay such filing up to 120 days. PDN is required to use commercially reasonable efforts to cause
the registration statement to become effective. PDN is precluded from granting any registration rights to any party in the future
that would adversely impact CFL’s registration rights.



PDN,
on the one hand, and CFL and the CFL Shareholders, on the other hand, agreed to indemnify each other for any material misstatements
or omissions in any registration statement filed pursuant to the registration rights provisions of the Stockholders’ Agreement,
provided that the indemnity obligations of CFL and the CFL Shareholders will cover only information provided by them expressly
for inclusion in the registration statement and is limited to the amount of net proceeds received by CFL and the CFL Shareholders
in the offering to which the registration statement relates.



The
registration rights of CFL and the CFL Shareholders under the Stockholders’ Agreement terminate when CFL or the CFL Shareholder,
as applicable, no longer holds “registrable securities.” For purposes of the Stockholders’ Agreement, “registrable
securities” means:



| | ● | any
    shares of Common Stock issued to, purchased or acquired by CFL or a CFL Shareholder (other than in violation of the Stockholders’
    Agreement); and                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                          
| | ● | any
    of PDN’s securities issued or issuable to CFL or a CFL Shareholder with respect to any shares of Common Stock (including,
    by way of stock dividend, stock split, distribution, exchange, combination, merger, recapitalization, reorganization or otherwise).



Any
particular registrable securities once issued shall cease to be “registrable securities” upon the earliest to occur
of:



| | ● | the
    date on which such securities are disposed of pursuant to an effective registration statement under the Securities Act;
| | - | -------------------------------------------------------------------------------------------------------------------------------



17







| | ● | the
    date on which such securities are disposed of pursuant to Rule 144 (or any successor provision) promulgated under Securities
    Act;                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                            
| | ● | the
    date on which such securities may be sold without volume limitations or manner of sale restrictions pursuant to Rule 144 (or
    any successor provision) promulgated under the Securities Act (without the requirement that we be in compliance with the current
    public information requirement of such rule);
| |   |                                                                                                                                                                                                                                                                                                                            
| | ● | the
    date on which CFL (or a CFL Shareholder, if applicable) ceases to hold, together with its affiliates, at least 10% of the
    then outstanding Common Stock; and                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                            
| | ● | the
    date on which such securities cease to be outstanding.                                                                                                                                                                                                                                                             



The
Stockholders’ Agreement will automatically terminate on the 181st day following the date on which the CFL Group beneficially
owns less than 9.9% of the total voting power of the Common Stock, provided that the registration rights provided under the Stockholders’
Agreement will not terminate until CFL and the CFL Shareholders no longer hold any registrable securities as described above.
In addition, the Stockholders’ Agreement will terminate with respect to a CFL Shareholder if it no longer holds any registrable
securities and ceases to control CFL, either jointly or solely. The Stockholders’ Agreement may also be terminated by the
mutual written consent of the parties or if PDN dissolves.



Additional
Equity Purchase by CFL. On January 13, 2017, the Company entered into a stock purchase agreement dated as of January
13, 2017 (the “Additional Purchase Agreement”), with CFL. Pursuant to the Additional Purchase Agreement, the
Company agreed to issue and sell to CFL (the “Additional Share Issuance”), and CFL agreed to purchase, at a
price of $9.60 per share (the “Per Share Price”), upon the terms and subject to the conditions set forth in
the Additional Purchase Agreement, 312,500 shares of the Company’s common stock. The Per Share Price represented an approximately
3.1% premium to the $9.31 closing consolidated bid price of our common stock on January 12, 2017.



On
January 18, 2017, PDN consummated the Additional Share Issuance. As a result of the completion of the Additional Share Issuance,
as of January 18, 2017, CFL beneficially owned 54.64% of our outstanding shares of Common Stock, on a fully diluted basis. We
received total gross proceeds of $3.0 million from the Additional Share Issuance and approximately $2.8 million in net proceeds
from the Additional Share Issuance, after payment of transaction-related expenses.



18







Policy
Regarding Review, Approval or Ratification of Related Party Transactions



The
charter of the Company’s Audit Committee sets forth the Company’s policies and procedures for the review, approval
or ratification of transactions in which the Company is a participant and the amount exceeds $120,000, and in which any related
person had or will have a direct or indirect material interest. The Audit Committee charter expressly states that the review and
approval of such transactions is among the responsibilities of the Audit Committee, unless otherwise delegated to another committee
of the Board consisting solely of independent directors. The Audit Committee is authorized to engage independent counsel and other
advisers as it determines is necessary to carry out its duties, including with respect to its review of related party transactions.
There are no additional policies stating the standards required to be met for such transactions to be approved; accordingly, the
Audit Committee will act within its discretion, subject to its fiduciary and other duties, in deciding whether to approve any
related party transaction.



Director
Independence



Our
Board has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly.
Based on this review, our board has determined that Messrs. He, Belsky, Liu and Zhang are “independent directors”
as defined by Rule 5605(a)(2) of the Marketplace Rules of the Nasdaq Stock Market. Under the terms of a stockholders’ agreement
entered into between the Company and CFL, our majority stockholder, CFL has right to designate one director nominee for every
9.9% of the total voting power of our common stock that CFL beneficially owns, up to a maximum of six directors.



Item
14. PRINCIPAL ACCOUNTING FEES AND SERVICES



Principal
Accounting Fees and Services



The
following table summarizes fees for professional services rendered to the Company by Marcum LLP for the fiscal years ended December
31, 2017 and 2016, respectively.



|Fees:              |  | 2017 |         |  | 2016 |  
|------------------ |  | ---- | ------- |  | ---- | -
|Audit Fees         |  | $    | 252,325 |  |      | $
|Audit-Related Fees |  | $    | -       |  |      |  
|Tax Fees           |  |      | -       |  |      |  
|All Other Fees     |  |      | -       |  |      |  
|Total              |  | $    | 252,325 |  |      | $



Audit
Fees.For the fiscal years ended December 31, 2017 and 2016, the “Audit Fees” reported above were billed by Marcum
LLP for professional services rendered for the audit of the Company’s annual financial statements, reviews of the Company’s
quarterly financial statements, services normally provided by the independent auditors in connection with statutory and regulatory
filings and engagements, and comfort letters and consents.



Audit-Related
Fees.Audit-related fees for the fiscal year ended December 31, 2017 and 2016 were billed by Marcum LLP for professional services
rendered to assist the Company with certain complex accounting matters.



Tax
Fees. The Company did not pay any tax-related fees to Marcum LLP in 2017 or 2016.



All
Other Fees.The Company did not pay any other fees to Marcum LLP in 2017 or 2016.



19







Pre-Approval
Policy and Independence



The
Audit Committee has a policy requiring the pre-approval of all audit and permissible non-audit services provided by the Company’s
independent auditors. Under the policy, the Audit Committee is to specifically pre-approve any recurring audit and audit-related
services to be provided during the following fiscal year. The Audit Committee also may generally pre-approve, up to a specified
maximum amount, any nonrecurring audit and audit-related services for the following fiscal year. All pre-approved matters must
be detailed as to the particular service or category of services to be provided, whether recurring or non-recurring, and reported
to the audit committee at its next scheduled meeting. Permissible non-audit services are to be pre-approved on a case-by-case
basis. The Audit Committee may delegate its pre-approval authority to any of its members, provided that such member reports all
pre-approval decisions to the Audit Committee at its next scheduled meeting. The Company’s independent auditors and members
of management are required to report periodically to the Audit Committee the extent of all services provided in accordance with
the pre-approval policy, including the amount of fees attributable to such services.



In
accordance with Section 10A of the Exchange Act, the Company is required to disclose the approval by the Audit Committee of non-audit
services performed by the Company’s independent auditors. Non-audit services are services other than those provided in connection
with an audit review of the financial statements. During the period covered by this filing, all audit-related fees, tax fees and
all other fees, and the services rendered in connection with those fees, as reported in the table shown above, were approved by
the Company’s Audit Committee.



The
Audit Committee considered the fact that Marcum LLP has not provided non-audit services to us, which the committee determined
was compatible with maintaining auditor independence.



PART
IV



Item
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|(a)(1) | Financial
    Statements
|------ | ------------------------



Previously
included in the Original Filing



|(a)(3) | Exhibits
|------ | --------



All
exhibits previously included in the Original Filing are incorporated by reference herein.



|ExhibitNumber |  | Description
    of Exhibit                                                                                                                                             
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |  |                                                                                                                                                                        
|31.3*         |  | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              |  |                                                                                                                                                                        
|31.4*         |  | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              |  |                                                                                                                                                                        
|*             |  | Filed
    Herewith                                                                                                                                                     



(b)Exhibits



The
exhibits filed as part of this report are listed above in Item 15(a)(3) of this Form 10-K/A



20







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized, on April 30, 2018.



| | PROFESSIONAL
    DIVERSITY NETWORK, INC.
| | ----------------------------------------
| |                                         
| | By:                                     
| |                                         
| |                                         



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.



|/s/
    Maoji (Michael) Wang                                                                                                                                                          |  | April
    30, 2018
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------
|Maoji
                                         (Michael) Wang
        Chief
        Executive Officer and Chairman of the Board
        (principal
        executive officer)         |  |                   
|                                                                                                                                                                                      |  |                   
|*                                                                                                                                                                                     |  | April
    30, 2018
|Jiangping
                                         (Gary) Xiao
        Chief
        Financial Officer (principal financial officer and
        principal
        accounting officer) |  |                   
|                                                                                                                                                                                      |  |                   
|*                                                                                                                                                                                     |  | April
    30, 2018
|Star
                                         Jones
        President
        and Director                                                                                            |  |                   
|                                                                                                                                                                                      |  |                   
|*                                                                                                                                                                                     |  | April
    30, 2018
|James
                                         Kirsch
        Executive
        Co-Chair and Director                                                                                 |  |                   
|                                                                                                                                                                                      |  |                   
|*                                                                                                                                                                                     |  | April
    30, 2018
|James
                                         Song
        Executive
        Co-Chair and Director                                                                                   |  |                   
|                                                                                                                                                                                      |  |                   
|*                                                                                                                                                                                     |  | April
    30, 2018
|Adam
                                         He
        Director                                                                                                                     |  |                   
|                                                                                                                                                                                      |  |                   
|*                                                                                                                                                                                     |  | April
    30, 2018
|Hao
                                         Zhang
        Director                                                                                                                   |  |                   
|                                                                                                                                                                                      |  |                   
|*                                                                                                                                                                                     |  | April
    30, 2018
|Scott
                                         Liu
        Director                                                                                                                   |  |                   
|                                                                                                                                                                                      |  |                   
|*                                                                                                                                                                                     |  | April
    30, 2018
|Michael
                                         Belsky
        Director                                                                                                              |  |                   



| | *By: | /s/
                                         Maoji (Michael) Wang
| | ---- | -----------------------------------------------------------------
| |      | Maoji
    (Michael) Wang                                         
| |      | Attorney-in-fact                                                 





21