UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Item 3.02 Unregistered Sales of Equity Securities
As disclosed in the current report on Form 8-K of GD Culture Group Limited. (the “Company”) submitted with the Securities and Exchange Commission on May 6, 2025, the Company entered into a securities purchase agreement with certain investors (the “Purchasers”) on May 2, 2025 for the sale of 1,115,600 shares of common stock (the “Shares”) at $0.524 per share and 9,380,582 pre-funded warrants (the “Pre-Funded Warrants”) at $0.523 per warrant. The Company completed its first closing of the Shares and 7,468,536 Pre-Funded Warrants on May 8, 2025, and received gross proceeds in the amount of $4,500,000, before deducting placement agent’s fees and accountable expenses and other estimated expenses. The Company plans to use the proceeds from the offering for working capital purposes.
The Shares and Pre-Funded Warrants were issued and sold by the Company to the Purchasers in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The information contained in this Current Report on Form 8-K of the Company, are hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-279141) and Registration Statement on Form S-8 (File No. 333-252790).
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 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: May 8, 2025 | By: | /s/ Xiao Jian Wang |
| Name: | Xiao Jian Wang | |
| Title: | Chief Executive Officer, President and Chairman of the Board of Directors | |
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