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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):
June 22, 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 1.01 Entry into a Material
Definitive Agreement.
On June 24, 2026, GD Culture
Group Limited, a Nevada corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with certain institutional investors named thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell,
in a registered direct offering (the “Offering”) of an aggregate of 259,301,306 shares of common stock (the “Common
Stock”) of the Company, par value $0.0001 per share (the “Shares”), at a purchase price of $0.021 per share.
The Offering closed on June
24, 2026. The Company received approximately $5.45 million in gross proceeds from the Offering, before deducting placement agent fees
and estimated offering expenses. The Company intends to use the net proceeds from the Offering for working capital and general corporate
purposes.
The Purchase Agreement contains
customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the
Company, other obligations of the parties, and termination provisions.
The Shares were offered by
the Company pursuant to a registration statement on Form S-3 (File No. 333-292934) (the “Registration Statement”), initially
filed with the Securities and Exchange Commission (the “Commission”) on January 26, 2026 and declared effective by the Commission
on March 18, 2026, the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated June 24, 2026
(the “Prospectus Supplement”).
On June 24, 2026, the Company
entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest
Securities, LLC (“Univest” or the “Placement Agent”), pursuant
to which the Company engaged Univest as the sole placement agent in connection with the Offering.
The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares. In addition, under the Placement
Agency Agreement the Company agreed to pay the Placement Agent a cash fee in cash equal to seven percent (7.0%) of the aggregate gross
proceeds raised from the sale. The Company also agreed to reimburse the Placement Agent at closing for all reasonable travel and other
out-of-pocket expenses incurred by them in connection with the Offering in an amount not to exceed $50,000.
The Placement Agency Agreement
contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended (the “Securities
Act”), other obligations of the parties and termination provisions.
The foregoing summaries of
the Placement Agency Agreement and the Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety
by, such documents filed as Exhibits 1.1 and 10.1, respectively, hereto and incorporated by reference herein.
This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any
offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
Item 7.01 Regulation FD Disclosure.
On June 24, 2026, the Company
issued a press release related to the Offering entitled “GD Culture Group Limited Announces Approximately $5.45 Million Registered
Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules”, which press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
On June 24, 2026, the Company
also issued a press release entitled “GD Culture Group Limited Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency”,
which press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information in this
Item 7.01, including the information in the press releases attached as Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished
and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing
under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On June 22, 2026, the Company
received a letter from the Listings Qualifications Department of The Nasdaq Capital Market (“Nasdaq”) notifying the Company
that the minimum closing bid price per share for its Common Stock was below $1.00 for a period of 30 consecutive business days and that
the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Nasdaq notification letter
does not result in the immediate delisting of the Company’s Common Stock, and the shares will continue to trade uninterrupted under
the symbol “GDC.”
Pursuant to Nasdaq Listing
Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until December 21, 2026 (the “Compliance
Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the
closing bid price per share of the Company’s Common Stock is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq
will provide the Company a written confirmation of compliance and the matter will be closed.
In the event the Company does
not regain compliance by December 21, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the
Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing
standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its
intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. The
Company is monitoring the closing bid price of its Common Stock and may, if appropriate, consider implementing available options, including,
but not limited to, implementing a reverse stock split of its outstanding Common Stock, to regain compliance with the minimum bid price
requirement under the Nasdaq Listing Rules.
The information contained
in this Report on Form 8-K of the Company is hereby incorporated by reference into the Company’s Registration Statement on Form
S-3 (File No. 333-292934).
Forward-Looking Statements
All statements included in
this Current Report on Form 8-K, other than statements or characterizations of historical fact, are forward-looking statements. These
forward-looking statements are based on our current expectations, estimates and projections about our industry, management’s beliefs,
and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such
as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,”
“seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,”
“potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words.
These forward-looking statements are not guarantees of future results and are subject to factors, risks, uncertainties and assumptions
that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement, including
(but not limited to): the risk that the board may reject the proposal; the risk that any special committee, if formed, may determine not
to pursue the proposal; the risk that the consortium may amend, modify, revise or withdraw the proposal; the risk that no definitive agreement
will be executed; the risk that financing may not be obtained; the risk that required regulatory, shareholder or other approvals may not
be obtained; changes in market conditions; changes in the Company’s capitalization; and other risks described in the Company’s
filings with the Securities and Exchange Commission. The forward-looking statements included in this Current Report on Form 8-K speak
only as of the date hereof. Additional discussions of factors affecting the Company’s business and prospects are reflected under
the caption “Risk Factors” and in other sections of the Company’s Annual Report on Form 10-K for the Company’s
fiscal year ended December 31, 2025, and other filings made with the SEC. The Company expressly disclaims any intent or obligation to
update any forward-looking statements, whether written or oral, that may be made from time to time by or on behalf of the Company or its
subsidiaries, whether as a result of new information, changed circumstances or future events, or for any other reason.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Placement Agency Agreement, dated June 24, 2026, by and between the Company and Univest Securities, LLC |
| 5.1 |
|
Opinion of McLaughlin & Stern, LLP |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 23.1 |
|
Consent of McLaughlin & Stern, LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release - GD Culture Group Limited Announces Approximately $5.45 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules |
| 99.2 |
|
Press Release - GD Culture Group Limited Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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: June 24, 2026 |
By: |
/s/ Xiao Jian Wang |
| |
Name: |
Xiao Jian Wang |
| |
Title: |
Chief Executive Officer, President and
Chairman of the Board of Directors |
Exhibit 99.1
GD Culture Group Limited Announces Approximately
$5.45 Million Registered Direct Offering of
Common Stock Priced At-The-Market Under Nasdaq Rules
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
Exhibit 99.2
GD Culture Group
Limited Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency
JERSEY CITY, N.J., June
24, 2026 (GLOBE NEWSWIRE) -- GD Culture Group Limited (Nasdaq: GDC) (the “Company” or “GDC”) today announced that
the Company had received a written notification letter (the “Notification Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”)
on June 22, 2026, notifying the Company that it is not in compliance with the minimum bid price requirement set forth in the Nasdaq Listing
Rules 5550(a)(2) for continued listing on the Nasdaq.
Nasdaq Listing Rule 5550(a)(2)
requires listed securities to maintain a minimum bid price of US$1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a
failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based
on the closing bid price of the Company’s common stock for the 30 consecutive business days from May 7, 2026 to June 18, 2026, the
Company no longer meets the minimum bid price requirement.
The Notification Letter
does not impact the Company’s listing on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been provided 180 calendar days, or until December 21, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2).
To regain compliance, the Company’s common stock must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive
business days. In the event the Company does not regain compliance by December 21, 2026, the Company may be eligible for additional time
to regain compliance or may face delisting. To qualify, the Company will be required to meet the continued listing requirement for market
value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price
requirement, and will need to provide written notice of its intention to cure the deficiency during such compliance period, including
by effecting a reverse stock split, if necessary.
The Company’s business
operations are not currently affected by the receipt of the Notification Letter. The Company is monitoring the closing bid price of its
common stock and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse stock
split of its outstanding common stock, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.
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
This communication contains “forward-looking
statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements include all statements that are not historical facts. Such statements may be, but need not be, identified by words such as
“may,” “believe,” “anticipate,” “could,” “should,” “intend,” “plan,”
“will,” “aim(s),” “can,” “would,” “expect(s),” “estimate(s),” “project(s),”
“forecast(s),” “positioned,” “approximately,” “potential,” “goal,” “strategy,”
“outlook” and similar expressions. Examples of forward-looking statements include, among other things, statements regarding
assembly and distribution capabilities, decentralized production, and fully digitalized autonomous driving solutions. All such forward-looking
statements are based on management’s current beliefs, expectations and assumptions, and are subject to risks, uncertainties and other
factors that could cause actual results to differ materially from the results expressed or implied in this communication. For additional
risks and uncertainties that could impact the Company’s forward-looking statements, please see disclosures contained in the Company’s
public filings with the SEC, including the “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 27, 2026 and subsequent Quarterly Reports on Form 10-Q that the Company has filed or may file with the
SEC, which may be viewed at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements
to reflect events or circumstances that arise after the date hereof.
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
