UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 28, 2025, GD Culture Group Limited (the “Company”) entered into a software purchase agreement (the “Agreement”) with Gongzheng Xu and Qing Wang, sellers unaffiliated with the Company (the “Sellers”). Pursuant to the Agreement, the Company agreed to purchase and the Seller agreed to sell all of Seller’s right, title, and interest in and to the certain software. The purchase price of the software shall be $5,768,536.20, payable in the form of issuance of 2,444,295 shares of common stock of the Company (the “Shares”), valued at $2.36 per share, the closing bid price of the Company’s common stock on April 25, 2025. The Company plans to use the software to develop its AI business.
On April 29, 2025, the Company issued the Shares to the Sellers and the transaction was completed.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit 10.1 hereto.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
This Form 8-K (including the exhibit) is incorporated by reference into the Company’s Registration Statement on Form S-3 initially filed with the Securities and Exchange Commission on May 6, 2024 (Registration No. 333-279141), as amended.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 10.1 | Software Purchase Agreement, dated April 28, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GD CULTURE GROUP LIMITED | ||
| Date: April 30, 2025 | By: | /s/ Xiaojian Wang |
| Name: | Xiaojian Wang | |
| Title: | Chief Executive Officer, President and Chairman of the Board | |
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