GD Culture Group Ltd. Reports Material Definitive Agreement
Ticker: GDC · Form: 8-K · Filed: Jun 6, 2024 · CIK: 1641398
| Field | Detail |
|---|---|
| Company | Gd Culture Group LTD (GDC) |
| Form Type | 8-K |
| Filed Date | Jun 6, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001, $1,248,000, $0.80 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-definitive-agreement, acquisition-disposition, equity-securities
TL;DR
GD Culture Group Ltd. filed an 8-K on May 31, 2024, detailing a material definitive agreement and asset transactions.
AI Summary
On May 31, 2024, GD Culture Group Ltd. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The filing also disclosed unregistered sales of equity securities and included financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant corporate activity for GD Culture Group Ltd., potentially involving asset changes and equity transactions that could impact its financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks related to asset disposition and financing.
Key Players & Entities
- GD Culture Group Ltd (company) — Filer of the 8-K report
- May 31, 2024 (date) — Date of earliest event reported
- Nevada (jurisdiction) — State of incorporation
- 001-37513 (identifier) — SEC file number
FAQ
What specific type of material definitive agreement did GD Culture Group Ltd. enter into?
The filing indicates a material definitive agreement related to the completion of an acquisition or disposition of assets, but the specific details of the agreement are not provided in this summary.
What was the date of the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was on May 31, 2024.
What other items are covered in this 8-K filing besides the material definitive agreement?
This 8-K filing also covers the completion of acquisition or disposition of assets, unregistered sales of equity securities, and financial statements and exhibits.
In which state is GD Culture Group Ltd. incorporated?
GD Culture Group Ltd. is incorporated in Nevada.
What is the SEC file number for GD Culture Group Ltd.'s filing?
The SEC file number for GD Culture Group Ltd.'s filing is 001-37513.
Filing Stats: 643 words · 3 min read · ~2 pages · Grade level 10.1 · Accepted 2024-06-06 16:10:37
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 GDC Nasdaq Capital Market Item 1.
- $1,248,000 — purchase price of the software shall be $1,248,000, payable in the form of issuance of 1,5
- $0.80 — f the Company (the "Shares"), valued at $0.80 per share. The Company plans to use the
Filing Documents
- ea0207430-8k_gdculture.htm (8-K) — 27KB
- ea020743001ex10-1_gdculture.htm (EX-10.1) — 47KB
- 0001213900-24-050372.txt ( ) — 255KB
- gdc-20240531.xsd (EX-101.SCH) — 3KB
- gdc-20240531_lab.xml (EX-101.LAB) — 33KB
- gdc-20240531_pre.xml (EX-101.PRE) — 22KB
- ea0207430-8k_gdculture_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On May 31, 2024, GD Culture Group Limited (the "Company") entered into a software purchase agreement (the "Agreement") with Shanxi Gangdong Cultural Media Co., Ltd., a seller unaffiliated with the Company (the "Seller"). Pursuant to the Agreement, the Company agreed to purchase and the Seller agreed to sell all of Seller's right, title, and interest in and to the certain software. The purchase price of the software shall be $1,248,000, payable in the form of issuance of 1,560,000 shares of common stock of the Company (the "Shares"), valued at $0.80 per share. The Company plans to use the software to develop its AI business. On June 4, 2024, the Company issued the Shares to the Seller's designees and the transaction was completed. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit 10.1 hereto.
01 Completion of Acquisition or Disposition
Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. This Form 8-K (including the exhibit) is incorporated by reference into the Company's Registration Statement on Form S-3 initially filed with the Securities and Exchange Commission on May 6, 2024 (Registration No. 333-279141), as amended.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description of Exhibit 10.1 Software Purchase Agreement, dated May 31, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
SIGNATURES
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 6, 2024 By: /s/ Xiaojian Wang Name: Xiaojian Wang Title: Chief Executive Officer, President and Chairman of the Board 2