GD Culture Group regains Nasdaq compliance

Accepted by SEC EDGAR 07/31/2026 - 04:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

GD Culture Group Limited reported that on July 29, 2026, it received formal written notice from Nasdaq confirming the company has regained compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). Nasdaq indicated that the bid-price compliance matter is now closed. The report is also incorporated by reference into the company’s shelf registration statement on Form S-3 (File No. 333-292934).

Positive

• Nasdaq confirmed GD Culture Group Limited has regained compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market, and the bid-price deficiency matter is now closed.

Negative

• None.

Filing Explained

The July 29 8-K confirms that Nasdaq closed GD Culture Group Limited’s bid-price compliance matter; incorporating the report into the Form S-3 does not itself sell shares, because an S-3 provides capacity for future registered sales rather than an immediate issuance.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Minimum bid price requirement: $1.00 Nasdaq compliance date: July 29, 2026 Nasdaq Listing Rule: Rule 5550(a)(2) +2 more

5 metrics

Minimum bid price requirement $1.00 Nasdaq’s minimum bid price requirement for continued listing under Listing Rule 5550(a)(2)

Nasdaq compliance date July 29, 2026 Date Nasdaq notified GD Culture Group Limited it had regained compliance with the $1.00 minimum bid price requirement

Nasdaq Listing Rule Rule 5550(a)(2) Rule governing the $1.00 minimum bid price requirement for Nasdaq Capital Market listing

Form S-3 file number 333-292934 Shelf registration statement into which this report is incorporated by reference

Exhibit number 104 Cover Page Interactive Data File embedded within the Inline XBRL document

Key Terms

minimum bid price requirement, Nasdaq Listing Rule 5550(a)(2), Emerging growth company, incorporated by reference

4 terms

minimum bid price requirement regulatory

"regained compliance with the $1.00 minimum bid price requirement for continued listing"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Nasdaq Listing Rule 5550(a)(2) regulatory

"as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”)"

Emerging growth company regulatory

"Emerging growth company Item 8.01. Other Events."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

incorporated by reference regulatory

"shall be deemed to be incorporated by reference into the registration statement"

FAQ

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

What did GD Culture Group Limited (GDC) disclose about its Nasdaq listing status?

GD Culture Group Limited announced that Nasdaq has confirmed it regained compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market, and Nasdaq considers the bid-price deficiency matter closed as of July 29, 2026.

When did GDC receive Nasdaq’s notice of regained bid-price compliance?

The company received Nasdaq’s formal written notice of regained compliance on July 29, 2026. This notice confirmed that GD Culture Group Limited once again meets the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market under Listing Rule 5550(a)(2).

Which Nasdaq rule did GDC regain compliance with according to the 8-K?

GD Culture Group Limited regained compliance with Nasdaq Listing Rule 5550(a)(2), which sets the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq’s notice on July 29, 2026 states that the related compliance matter is now closed.

On which market and under what symbol is GD Culture Group Limited (GDC) listed?

GD Culture Group Limited’s common stock, par value $0.0001, is listed on the Nasdaq Capital Market under the trading symbol GDC. Nasdaq’s July 29, 2026 notice confirms the company currently meets the minimum bid price requirement for continued listing there.

How is this GDC 8-K related to the company’s Form S-3 registration statement?

The report is deemed incorporated by reference into GD Culture Group Limited’s Form S-3 registration statement (File No. 333-292934). This means the disclosed Nasdaq compliance information becomes part of that shelf registration record unless later superseded by subsequent filings.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

false 0001641398 0001641398 2026-07-29 2026-07-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 29, 2026

GD Culture Group Limited

(Exact name of Company as specified in charter)

Nevada		001-37513		47-3709051
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

111 Town Square Place, Suite #1203
Jersey City, NJ 07310

(Address of Principal Executive Offices) (Zip code)

+1-347- 2590292

(Company’s Telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001		GDC		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On July 29, 2026, GD Culture Group Limited, a Nevada corporation (the “Company”) received formal written notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company has regained compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) and that this matter is now closed.

This report shall be deemed to be incorporated by reference into the registration statement of the Company on Form S-3 (File No. 333-292934) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibits Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: July 31, 2026	By:	/s/ Xiao Jian Wang
	Name:	Xiao Jian Wang
	Title:	Chief Executive Officer, President and Chairman of the Board of Directors

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB