GD Culture Announces Closing of US$2.8 Million Private Placement

Rhea-AI Summary

GD Culture (Nasdaq: GDC) closed a private placement of 1,333,334 common shares at $2.10 per share for aggregate gross proceeds of approximately $2.8 million. The securities purchase agreement was entered on October 24, 2025 and the Transaction closed on October 27, 2025. Univest Securities acted as sole placement agent. The Shares were sold under exemptions from SEC registration (Section 4(a)(2) and Rule 506(b) of Regulation D).

The company agreed to file a registration statement to register resale of the Shares within 60 days of the agreement date.

Positive

• $2.8M gross proceeds raised
• Placement agent: Univest Securities
• Resale registration to be filed within 60 days

Negative

• Issuance of 1,333,334 new shares may dilute existing holders

NEW YORK, Oct. 28, 2025 (GLOBE NEWSWIRE) -- GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC) today announced the successful closing of a private placement (the “Transaction”) with certain investor for the purchase and sale of an aggregate of 1,333,334 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $2.10 per share, pursuant to a securities purchase agreement entered into on October 24, 2025 (the “Agreement”).

The aggregate gross proceeds to the Company were approximately $2.8 million. The Transaction closed on October 27, 2025.

Univest Securities, LLC acted as the sole placement agent.

The Shares were offered and sold to investors in the Transaction pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) thereunder in reliance upon Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated by the SEC 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.

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 a 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 and 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 more information, 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

What did GD Culture (GDC) announce on October 28, 2025?

GD Culture announced closing a private placement of 1,333,334 shares at $2.10 per share for approximately $2.8 million in gross proceeds.

When did the GD Culture private placement close and when was the purchase agreement signed?

The purchase agreement was signed on October 24, 2025 and the Transaction closed on October 27, 2025.

How were the GDC shares sold and under what SEC exemption?

The Shares were sold relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

Will GD Culture register the resale of the private placement shares (GDC)?

Yes. The company agreed to file a registration statement to register resale of the Shares within 60 days from the agreement date.

Who acted as placement agent for GD Culture's (GDC) private placement?

Univest Securities acted as the sole placement agent.

What is the immediate shareholder impact of GDC's private placement?

The company issued 1,333,334 new shares, which may result in dilution for existing shareholders.