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1-for-250 GD Culture (NASDAQ: GDC) reverse stock split cuts share count sharply

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Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

GD Culture Group Limited is implementing a 1-for-250 reverse stock split of its common and preferred stock, effective for trading on June 29, 2026. The common stock will continue to trade on the Nasdaq Capital Market under the symbol GDC with a new CUSIP 19200A303.

Each 250 pre-split common shares will be combined into one post-split share with no change in par value. Fractional positions will be rounded up to the nearest whole share. This adjustment reduces issued and outstanding common shares from approximately 1.04 billion to approximately 4.16 million, with minor additions for fractional share rounding.

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Insights

GD Culture is executing a large reverse split that dramatically cuts its share count but leaves ownership percentages unchanged.

The company approved and effected a 1-for-250 reverse stock split of its common and preferred stock under Nevada law, with trading on a split-adjusted basis starting June 29, 2026. This changes the share structure but not the economic rights per dollar invested.

Outstanding common shares will drop from about 1.04 billion to about 4.16 million, while fractional positions are rounded up to full shares. The filing also furnishes a press release under Regulation FD, indicating this is a disclosed capital-structure action rather than an earnings or operations update.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio 1-for-250 Common and preferred stock reverse stock split
Pre-split common shares outstanding Approximately 1.04 billion shares Issued and outstanding before reverse stock split
Post-split common shares outstanding Approximately 4.16 million shares Issued and outstanding after reverse stock split
Effective trading date June 29, 2026 First day of split-adjusted trading on Nasdaq
New CUSIP 19200A303 CUSIP number for post-split common stock
reverse stock split financial
"GD Culture Group Limited Announces 1-for-250 Reverse Stock Split Effective June 29, 2026"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Nasdaq Capital Market financial
"the Company’s Common Stock began trading on the Nasdaq Capital Market on a split-adjusted basis"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
CUSIP financial
"The new CUSIP number for the Company’s Common Stock post-Reverse Stock Split is 19200A303."
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
Regulation FD Disclosure regulatory
"Section 7 – Regulation Item 7.01 Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"All statements included in this on , other than statements or characterizations of historical fact, are forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Certificate of Change regulatory
"pursuant to a Certificate of Change Pursuant to Section 78.209 of the Nevada Revised Statutes"
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Understanding 8-K Material Events →
false --12-31 0001641398 0001641398 2026-06-25 2026-06-25 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): June 25, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Effective as of June 29, 2026 (the “Effective Date”), pursuant to a Certificate of Change Pursuant to Section 78.209 of the Nevada Revised Statutes (“NRS”) GD Culture Group Limited, a Nevada corporation (the “Company”) filed with the Secretary of State of Nevada on June 18, 2026, at which time a 1-for-250 reverse stock split of the Company’s authorized shares of common stock, par value $0.0001 per share (the “Common Stock”) and shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), accompanied by a corresponding decrease in the Company’s issued and outstanding shares of Common Stock and Preferred Stock (the “Reverse Stock Split”), was effected.

 

Pursuant to Section 78.207 of the NRS, and pursuant to the Articles of Incorporation of the Company, on June 16, 2026 by unanimous written consent, the board of directors of the Company (the “Board”) authorized the Reverse Stock Split. Pursuant to Section 78.209 of the NRS, the Board may take action to effect the Reverse Stock Split by filing a Certificate of Change with the Secretary of State of Nevada. As previously disclosed, on December 31, 2025 the Company held its 2025 annual meeting of stockholders, during which the stockholders of the Company approved a reverse stock split of the authorized and unauthorized capital stock of the Company, at a ratio ranging between 1-for-2 and 1-for-250, with the exact ratio to be determined by the Board in its sole discretion, to be effected at any time prior to the one-year anniversary of the date of such stockholders’ approval.

 

The Reverse Stock Split became effective for trading purposes at the market opening on June 29, 2026, at which time the Company’s Common Stock began trading on the Nasdaq Capital Market on a split-adjusted basis under the symbol “GDC.” The new CUSIP number for the Company’s Common Stock post-Reverse Stock Split is 19200A303.

 

The Company has rounded up to the next full share of the Company’s Common Stock any fractional shares resulting from the Reverse Stock Split. Accordingly, this adjustment reduced the total number of issued and outstanding shares of the Company’s Common Stock from approximately 1.04 billion to approximately 4.16 million, plus any shares to be issued in exchange for fractional interests.

 

Section 7 – Regulation FD

 

Item 7.01 Regulation FD Disclosure.

 

On June 25, 2026, the Company issued a press release with respect to the transactions described above. The text of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

 

The information in this Item 7.01 of this Current Report, including Exhibit 99.1 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”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Form 8-K in such filing.

 

The information contained in this Report on Form 8-K of the Company are 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.

 

2

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibits
Number		   Description
3.1   Certificate of Change filed with the Secretary of State of Nevada
99.1   Press Release - GD Culture Group Limited Announces 1-for-250 Reverse Stock Split Effective June 29, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

3

 

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 29, 2026 By: /s/ Xiao Jian Wang
  Name:  Xiao Jian Wang
  Title: Chief Executive Officer, President and
Chairman of the Board of Directors

 

4

 

Exhibit 99.1

 

GD Culture Group Limited Announces 1-for-250 Reverse Stock Split Effective June 29, 2026

 

JERSEY CITY, N.J., June 25, 2026 (GLOBE NEWSWIRE) -- GD Culture Group Limited (Nasdaq: GDC) (the “Company” or “GDC”) today announced that it will effect a reverse stock split of its issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”) on a one-for-two hundred fifty basis (the “Reverse Stock Split”). The Company’s Common Stock will begin trading on a post-split basis when the market opens on June 29, 2026. The Company’s Common Stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GDC” under a new CUSIP number 19200A303.

 

The Reverse Stock Split is being implemented pursuant to a resolution of the Board of Directors of GDC on June 16, 2026.

 

As a result of the Reverse Stock Split, each two hundred fifty (250) pre-split shares of Common Stock will be combined into one (1) share of Common Stock, automatically and without any action by stockholders, without any change in the par value per share. After giving effect to the Reverse Stock Split, the Company’s issued and outstanding shares of Common Stock will be reduced from 1.04 billion to approximately 4.16 million, plus any shares to be issued in exchange for fractional interests.

 

No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who would be entitled to a fractional share as a result of the Reverse Stock Split shall have their entitlement rounded up to the nearest whole share. The Reverse Stock Split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s outstanding shares of Common Stock, except for adjustments that may result from the rounding up of fractional shares.

 

The Company’s transfer agent, Transhare Corporation, will act as the exchange agent. Adjustments made to the Common Stock represented by physical stock certificates can be made upon surrender of the certificate to the transfer agent. Please contact Transhare Corporation for further information at (303) 662-1112.

 

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.

 

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

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What reverse stock split did GD Culture Group (GDC) approve in June 2026?

GD Culture Group approved a 1-for-250 reverse stock split of its common and preferred stock. Every 250 pre-split common shares will automatically combine into one share, with no change in par value per share or basic ownership rights.

When does GD Culture Group’s 1-for-250 reverse stock split take effect?

The reverse stock split becomes effective for trading when markets open on June 29, 2026. From that date, GD Culture’s common stock will trade on a split-adjusted basis on the Nasdaq Capital Market under the symbol GDC.

How does the reverse stock split change GD Culture Group’s share count?

After the 1-for-250 reverse stock split, GD Culture’s issued and outstanding common shares will be reduced from approximately 1.04 billion to approximately 4.16 million, plus a small number of additional shares issued due to rounding of fractional interests.

How will GD Culture Group handle fractional shares from the reverse split?

GD Culture Group will not issue fractional shares in the reverse split. Instead, any stockholder entitled to a fractional share will have that position rounded up to the nearest whole share, slightly increasing their share count versus exact mathematical conversion.

Will GD Culture Group stockholders’ percentage ownership change after the reverse split?

The company states that the reverse stock split affects all stockholders uniformly and does not alter any stockholder’s percentage interest in outstanding common shares, except for small changes that may result from rounding up fractional shares to whole shares.

What is GD Culture Group’s new CUSIP number after the reverse split?

Following the 1-for-250 reverse stock split, GD Culture Group’s common stock will continue trading on Nasdaq under the symbol GDC but will use a new CUSIP number, 19200A303, identifying the post-split shares for settlement and custody purposes.

Filing Exhibits & Attachments

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