GD Culture Group Limited Announces Approximately $5.45 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules

GD Culture Group (Nasdaq:GDC) entered definitive agreements for a registered direct offering of 259,301,306 common shares at $0.021 per share, priced at-the-market under Nasdaq rules.

Rhea-AI Summary

GD Culture Group (Nasdaq:GDC) entered definitive agreements for a registered direct offering of 259,301,306 common shares at $0.021 per share, priced at-the-market under Nasdaq rules.

Expected gross proceeds are about $5.45 million, with closing anticipated on or about June 24, 2026.

Positive

• Approximately $5.45 million in expected gross proceeds from the offering
• Access to capital via effective Form S-3 shelf registration
• Offering priced at-the-market under Nasdaq rules, indicating compliance with exchange requirements

Negative

• Issuance of 259,301,306 new common shares implies significant shareholder dilution
• Low offering price of $0.021 per share may pressure valuation

Argus Jun 24 session

+3.35% close to close Open Argus

Details

News Market Reaction – GDC

In the Jun 24 session, GDC gained 3.35%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement adds roughly $5.45M in gross proceeds via a registered direct sale at $0.021, cont...

Analysis

This announcement adds roughly $5.45M in gross proceeds via a registered direct sale at $0.021, continuing use of GDC’s $500M shelf. Investors will watch how proceeds affect its tight liquidity and future reliance on further equity issuance.

Key Figures

Shares offered: 259,301,306 shares Offering price: $0.021 per share Gross proceeds: $5.45 million +2 more

Shares offered

259,301,306 shares

Common stock in registered direct offering

Offering price

$0.021 per share

Purchase price in registered direct offering

Gross proceeds

$5.45 million

Expected gross proceeds to the company from this offering

Form type

Form S-3 (File No. 333-292934)

Shelf registration statement used for this offering

Expected closing date

June 24, 2026

Target closing date subject to customary conditions

Previous Offering Reports

1 past event · Latest: Feb 10

Same Type 1 event

1. Feb 10

   Equity ATM program

   24h Move

   -6.1%

   Announcement of $10M at-the-market equity offering program under shelf.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, at-the-market, shelf registration statement, form s-3, +1 more

5 terms

registered direct offering financial

"at a purchase price of $0.021 per share in a registered direct offering (the “Offering”)"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

at-the-market financial

"in a registered direct offering (the “Offering”) priced at-the-market under Nasdaq rules."

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

shelf registration statement regulatory

"The registered direct offering is being made pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"a shelf registration statement on Form S-3 (File No. 333-292934) previously filed by the Company"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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JERSEY CITY, N.J., June 24, 2026 (GLOBE NEWSWIRE) -- GD Culture Group Limited, a Nevada corporation (Nasdaq: GDC) (the "Company" or "GDC"), today announced that it has entered into definitive agreements with certain investors for the purchase and sale of 259,301,306 shares of common stock, par value $0.0001 per share (the “Shares”), at a purchase price of $0.021 per share in a registered direct offering (the “Offering”) priced at-the-market under Nasdaq rules.

The gross proceeds to the Company of this offering are expected to be approximately $5.45 million. The transaction is expected to close on or about June 24, 2026, subject to the satisfaction of customary closing conditions.

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

The registered direct offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-292934) previously filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on January 26, 2026 and became effective by on March 18, 2026. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.

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 will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.

About GD Culture Group Limited

GD Culture Group Limited is a Nevada corporation and holding company. The Company is currently undergoing a strategic transition toward leveraging its artificial intelligence and virtual content generation technologies to enter the interactive reading and narrative entertainment market. The Company's main businesses include AI-driven digital human technology. For more information, please visit the Company's website at https://www.gdculturegroup.com/.

Forward-Looking Statements

Certain statements 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 and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of GD Culture Group (Nasdaq:GDC) $5.45 million registered direct offering announced June 24, 2026?

GD Culture Group agreed to sell 259,301,306 common shares at $0.021 per share in a registered direct offering. According to the company, expected gross proceeds are about $5.45 million, with closing targeted on or about June 24, 2026.

When is GD Culture Group’s (GDC) June 24, 2026 registered direct stock offering expected to close?

The registered direct offering is expected to close on or about June 24, 2026. According to GD Culture Group, completion of the transaction remains subject to the satisfaction of customary closing conditions typically required for this type of securities offering.

How many new shares is GD Culture Group (GDC) issuing and at what price in the June 2026 offering?

GD Culture Group plans to issue 259,301,306 common shares at a purchase price of $0.021 per share. According to the company, this registered direct offering is priced at-the-market under Nasdaq rules and uses its effective Form S-3 shelf registration statement.

How can investors access the prospectus for GD Culture Group (GDC) registered direct offering?

Investors can access the final prospectus supplement and accompanying prospectus on the SEC website at www.sec.gov. According to GD Culture Group, electronic copies may also be obtained from Univest Securities by email at info@univest.us or by calling +1 (212) 343-8888.

Who is acting as placement agent for GD Culture Group (GDC) June 24, 2026 registered direct offering?

Univest Securities is serving as the sole placement agent for GD Culture Group’s registered direct offering. According to the company, Univest is responsible for arranging the purchase and sale of the 259,301,306 common shares offered under the effective Form S-3 shelf registration statement.

Under which SEC registration statement is GD Culture Group (GDC) conducting its June 2026 direct offering?

The offering is being conducted under GD Culture Group’s Form S-3 shelf registration statement No. 333-292934. According to the company, this registration was filed on January 26, 2026 and became effective on March 18, 2026, enabling the current registered direct transaction.