IPDNProfessional Diversity Network, Inc. · NASDAQ Capital Market
Effective Supply — the real overhang

From what's tradeable today to what's realistically coming. Bigger = more selling pressure ahead.

10.32M
Reported Float
9.74M
Tradeable Now
(estimated float)
▲ data says 10.32Moverstated 6%
15.26M
Effective Supply
29.68M
Fully Diluted
Dilution risk9/10
CONFIDENCE: MEDIUM
EXTREMEAssessed Aug 17, 2026Trigger: 8-K financing eventCRITICALNear-zero-strike pre-funded warrant overhangCRITICALFull-ratchet warrant reset that EXPANDS on reverse split

Pending supply of ~15.2M shares equals ~156% of the ~9.7M tradeable float. The single dominant driver is 5,524,000 pre-funded warrants at $0.0001 — economically issued stock, registered and exercisable now, equal to 57% of float, held by offering buyers with an average cost basis of $0.28 versus a $0.2588 market price. Layered on top: 7,144,000 common warrants struck at $0.28 (essentially at-the-money at $0.2588, i.e., a ~8% move away from being in the money) that carry full-ratchet dilutive-issuance resets AND a Share Combination Event reset to the lowest VWAP around any reverse split down to a $0.08 floor with a proportionate INCREASE in warrant share count — meaning the board-approved 1-for-2 to 1-for-2,000 reverse split (must be effected before 12/2/2026 for Nasdaq bid-price compliance) will mechanically multiply the warrant share count rather than shrink it. Add a still-live variable-rate convertible note with a $0.47 floor (267K+ shares at floor), a Streeterville pre-paid purchase facility with ~$0.86M–$8.0M of remaining commitment priced at 80% of the lowest 10-day VWAP that resumes when the 75-day standstill lapses on ~10/27/2026, and a $25,000 Supplemental Pre-Delivery Purchase Amount Streeterville may unilaterally apply at $0.01/share for up to 2,500,000 shares (26% of float) that the company cannot pay off in cash. Realized dilution corroborates the structure: shares outstanding went 2,083,327 (3/2025) to 14,450,323 (8/2026), a 594% increase post-reverse-split, including +37.3% in the last quarter alone. Authorized capacity was raised 22x to 1,000,000,000 with par cut to $0.0001, removing the only structural brake. Not a 10 only because the $0.28 warrants are marginally out of the money today and Streeterville is temporarily standstill'd.

Share Structure

Float to Fully Diluted Breakdown

LIKELY STALE

Reported float from Insight Sentry (as-of date unknown; consistent with ~12.83M shares outstanding at 2026-06-30, i.e., pre-August-offering). Adjusted based on SEC filing analysis.

Reported Float10.32M34.8%
Float Adjustments1.03M3.5%
+1.62M sharesHIGH

1,620,000 shares of common stock issued in the August 13, 2026 best-efforts registered public offering (S-1 333-297043 effective 8/12/2026) — fully registered and free-trading immediately

Source: 8-K filed 2026-08-13; 10-Q subsequent events filed 2026-08-14

+2.31M sharesMEDIUM

Balance of the XBRL share-count delta not explained by the offering shares — 3,926,291 total new shares between 5/15/2026 and 8/14/2026 less 1,620,000 offering shares = 2,306,291 shares from Streeterville pre-paid purchase settlements, convertible note conversions and consideration issuances during Q2/Q3 2026, essentially all of which is free-trading or becomes so quickly

Source: XBRL EntityCommonStockSharesOutstanding history (deterministic); 10-Q filed 2026-08-14

-2,000,000 sharesMEDIUM

Reduction for the portion of the delta consisting of restricted/locked-up consideration paper already captured in the strategic-holder block (AI Geometric 2,000,000 Reg S shares issued at May 27, 2026 closing) — removed to avoid overstating tradeable float

Source: 10-Q filed 2026-08-14; S-1/A filed 2026-07-28 (April 2026 Issuance)

-892,674 sharesLOW

Reduction for 90-day Maxim lock-up on officers, directors and 5.0%+ holders as of 8/12/2026 (Shohan 927,600 + Deeptrade PTY 898,000 + Liu Yang 770,000 blocks that the stale data-service float may have partially counted as free)

Source: 8-K filed 2026-08-13 — lock-up agreements with Maxim Group LLC

Convertible Notes82.70M278.6%
Unsecured convertible promissory note issued 2025-07-07 (First Note), 12% coupon / 18% default, remaining principal $125,656 plus accrued interest
Conv. Price: floating_discount
Est. Shares: ~267K (agent-computed)
Streeterville Capital Pre-Paid Purchase #1 under September 5, 2025 SPA (share-settled pre-paid forward; commitment reduced to $8,000,000 by April 28, 2026 Global Amendment). Approx. $7.14M drawn through 5/28/2026; purchase price 80% of lowest daily VWAP over preceding 10 trading days, $1.608 floor, 19.99% Nasdaq cap, cash-settlement election, 110% mandatory default amount / 18% default interest
Conv. Price: variable
Est. Shares: ~79.94M (variable-discount)
Streeterville Supplemental Pre-Delivery Purchase Amount under Section 3.3 of Pre-Paid Purchase #1 — $25,000 applicable at $0.01 per share at Streeterville's sole discretion; Company cannot prepay in cash
Conv. Price: fixed
Est. Shares: ~2.50M (agent-computed)
Warrants12.67M42.7%
pre-funded5.52M shares at $0.0001
common1.62M shares at $0.28
common5.52M shares at $0.28
Other2K0.0%
Options / RSUs2K shares
≈ Estimated Actual Float

Reported float + filing adjustments

9.74M

MEDIUM confidence

Pending Shares as % of Float156.4%

Registered and convertible shares that could enter the float relative to current float size.

Fully Diluted29.68M100%

Share estimates are approximate. Convertible share counts based on current price. Review SEC filings for exact terms.

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Dilution profile
Reverse splits (4)
  • 1-for-8·Sep 27, 2016~10 yr ago
  • 1-for-2·Jan 5, 2023~4 yr ago
  • 1-for-10·Mar 13, 2025~1 yr ago
  • 1:2 to 1:2000 (board discretion)·
Active mechanisms
  • 5,524,000 pre-funded warrants at $0.0001 — registered, immediately exercisable, cashless, subject only to 4.99%/9.99% blocker
  • 7,144,000 common warrants at $0.28 with full-ratchet dilutive-issuance reset and Share Combination Event VWAP reset to a $0.08 floor, with proportionate share-count increase
  • Streeterville Capital Pre-Paid Purchase #1 — variable-rate share settlement at 80% of lowest 10-day VWAP, $1.608 floor with cash-settlement election, up to $8,000,000 commitment; standstill expires ~2026-10-27
  • Streeterville Supplemental Pre-Delivery Purchase Amount — $25,000 applicable at $0.01/share for up to 2,500,000 shares at Streeterville's sole discretion, not cash-extinguishable
  • Streeterville 30% participation right in any future debt or equity financing
  • Unsecured convertible note (July 2025) — $125,656 principal remaining, floating conversion at 80% of lowest VWAP with $0.47 floor
  • Pending reverse split (1:2 to 1:2,000) that triggers warrant exercise-price resets and proportionate warrant share-count increases
  • Serial issuance of shares as non-cash consideration for copyrights, tokens, consulting and equity stakes (~5.4M shares since September 2025)
  • 1,000,000,000 authorized shares at $0.0001 par following the July 23, 2026 charter amendment
  • 1,000,000 undesignated blank-check preferred issuable by the board without stockholder approval

Market Data

Price

$0.13

Market Cap

$2.14M

Outstanding

14.45M

Float

10.32M

Avg Volume

46.91M

Exchange: NASDAQ|Source: Insight Sentry