GD Culture Group Ltd. Files 8-K with Material Agreements

TL;DR

GD Culture Group Ltd. filed an 8-K on 10/24/25 detailing material agreements and equity sales.

AI Summary

GD Culture Group Ltd. entered into a material definitive agreement on October 24, 2025. The company also reported on unregistered sales of equity securities and provided Regulation FD disclosures. This filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential financial developments for GD Culture Group Ltd., requiring investor attention.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• GD Culture Group Ltd (company) — Filer
• October 24, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-37513 (commission_file_number) — SEC File Number
• 47-3709051 (irs_number) — IRS Employer Identification Number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 GDC Nasdaq Capital Market Indicat
• $2.10 — "Common Stock") at a purchase price of $2.10 per share, for gross proceeds in the am
• $2,800,000 — proceeds in the amount of approximately $2,800,000. The Company plans to use the process f
• $20,000 — ounsel and due diligence analysis up to $20,000. The Private Placement closed on Octob
• $2.8 Million — tled "GD Culture Announces Closing of US$2.8 Million Private Placement" is furnished as Exhi

Filing Documents

• ea0262903-8k_gdculture.htm (8-K) — 35KB
• ea026290301ex10-1_gdculture.htm (EX-10.1) — 200KB
• ea026290301ex10-2_gdculture.htm (EX-10.2) — 105KB
• ea026290301ex99-1_gdculture.htm (EX-99.1) — 7KB
• 0001213900-25-103498.txt ( ) — 593KB
• gdc-20251024.xsd (EX-101.SCH) — 3KB
• gdc-20251024_lab.xml (EX-101.LAB) — 33KB
• gdc-20251024_pre.xml (EX-101.PRE) — 22KB
• ea0262903-8k_gdculture_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On October 24, 2025, GD Culture Group Limited, a Nevada corporation (the "Company") entered into securities purchase agreements (the "Securities Purchase Agreement") with certain accredited investor (the "Investor"), pursuant to which the Company agreed to issue and sell, in a private placement (the "Private Placement"), an aggregate of 1,333,334 shares of common stock (the "Shares"), par value $0.0001 per share (the "Common Stock") at a purchase price of $2.10 per share, for gross proceeds in the amount of approximately $2,800,000. The Company plans to use the process for working capital and general corporate purposes. In the Securities Purchase Agreement, the Investor represented to the Company, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act")). Pursuant to the Securities Purchase Agreement, the Company has agreed to use commercially reasonable efforts to, within sixty (60) calendar days after the date of the Securities Purchase Agreement, file a registration statement on the appropriate form providing for the resale by the Investor of the Shares. In connection with the Private Placement, on October 24, 2025, the Company entered into a placement agency agreement (the "Placement Agency Agreement") with Univest Securities, LLC (the "Placement Agent"). The Company agreed to pay the Placement Agent a total cash fee equal to seven percent (7%) of the aggregate gross proceeds raised in this Private Placement. The Company has also agreed to reimburse the Placement Agent for all reasonable and out-of-pocket expenses incurred in connection with the Private Placement, including reasonable fees and expenses of the Placement Agent's legal counsel and due diligence analysis up to $20,000. The Private Placement closed on October 27, 2025. The Shares were issued and sold by the Company to

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information disclosed in Item 2.01 above is incorporated by reference into this Item 3.02.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A copy of the press release related to the Private Placement entitled "GD Culture Announces Closing of US$2.8 Million Private Placement" is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act or otherwise deemed to be incorporated by reference in the filings of the Company under the Securities Act. 1

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibit 10.1 Form of Securities Purchase Agreement 10.2 Placement Agency Agreement, dated October 24, 2025, by and between GD Culture Group Limited. and Univest Securities, LLC 99.1 Press release - GD Culture Announces Closing of US$2.8 Million Private Placement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This Current Report on Form 8-K contains forward looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this Form 8-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should," or "will" or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under "Risk Factors" or elsewhere in this Form 8-K, which may cause our or our industry's actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual r

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: O ctober 29 , 2025 By: /s/ Xiaojian Wang Name: Xiaojian Wang Title: Chief Executive Officer, President and Chairman of the Board 3

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View this 8-K filing on SEC EDGAR