GD Culture Group Limited Announces Pricing of Private Placement

Rhea-AI Summary

GD Culture Group (GDC) has announced a private placement agreement dated March 4, 2025, for the sale of 1,115,600 shares of common stock at $0.896 per share. The offering, expected to generate approximately $1.0 million in gross proceeds, is scheduled to close around March 5, 2025.

The private placement is being conducted through Univest Securities, as the sole placement agent. The shares will be offered under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. GDC has committed to register the resale of these shares within 60 days from the agreement date.

Positive

• Secured $1.0 million in additional funding

Negative

• Potential dilution for existing shareholders
• Low share price of $0.896 indicates weak market valuation

NEW YORK, March 05, 2025 (GLOBE NEWSWIRE) -- GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced that it has entered into a securities purchase agreement (the “Agreement”) on March 4, 2025 with certain investor for the purchase and sale of up to an aggregate of 1,115,600 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of about $0.896 per share in a private placement (the “Offering”).

The aggregate gross proceeds to the Company are expected to be approximately $1.0 million. The transactions are expected to close on or about March 5, 2025, subject to the satisfaction of customary closing conditions.

Univest Securities, LLC is acting as the sole placement agent.

The Shares will be offered and sold to investors in the Offering pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (collectively, the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (“Regulation D”). The Company has agreed to register the resale of the Shares on a registration statement within 60 days from the date of the Agreement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus, can be obtained at the SEC's website at www.sec.gov.

About GD Culture Group Limited

GD Culture Group Limited (the “Company”) (Nasdaq: GDC), is a Nevada company currently conducting business mainly through its subsidiaries, AI Catalysis Corp. (“AI Catalysis”) and Shanghai Xianzhui Technology Co, Ltd. The company plans to enter into the livestreaming market with focus on e-commerce through its wholly owned U.S. subsidiary, AI Catalysis, a Nevada corporation incorporated in May 2023. The Company’s main businesses include AI-driven digital human technology, live-streaming e-commerce business. For more information, please visit the Company's website at https://www.gdculturegroup.com/.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.

For investor and media inquiries, please contact:

GD Culture Group Limited
Investor Relations Department
Email: ir@gdculturegroup.com

Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com

FAQ

How much money will GDC raise through its March 2025 private placement?

GDC expects to raise approximately $1.0 million in gross proceeds through the private placement of 1,115,600 shares.

What is the share price for GDC's March 2025 private placement?

The purchase price is approximately $0.896 per share of common stock.

When will GDC's private placement close?

The private placement is expected to close on or about March 5, 2025, subject to customary closing conditions.

How long does GDC have to register the resale of the private placement shares?

GDC must register the resale of the shares within 60 days from the March 4, 2025 agreement date.