GD Culture Group Limited Announces $10 Million Registered Direct Priced At-the-Market Under Nasdaq Rules
01 Novembre 2023 - 2:00PM
GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), a
holding company currently conducting business through Shanghai
Xianzhui Technology Co., Ltd. (“Shanghai Xianzhui”) and AI
Catalysis Corp. (“AI Catalysis”), today announced that it had
entered into a definitive agreement with several investors for the
purchase and sale of an aggregate of 1,436,253 shares of the
Company’s common stock, par value $0.0001 per share (the “Shares”),
and pre-funded warrants to purchase up to 1,876,103 shares of the
Company’s common stock (the “Pre-funded Warrants”) at a purchase
price of $3.019 per share in a registered direct offering priced
at-the-market under Nasdaq rules. The purchase price for the
Pre-funded Warrants is identical to the purchase price for Shares,
less the exercise price of $0.001 per share.
The Company also agreed to issue to the same
investors warrants (the “Warrants”) to purchase up to 3,312,356
shares of common stock at an exercise price of $3.019 per share.
The Warrants will have a 5-year term from the date of issuance.
The aggregate gross proceeds to the Company are
expected to be approximately $10 million. The transactions are
expected to close on or about November 3, 2023, subject to the
satisfaction of customary closing conditions.
Univest Securities, LLC is acting as the sole
placement agent.
The Shares, the Pre-funded Warrants, and the
Warrants have been registered and the offering is being made
pursuant to a shelf registration statement on Form S-3 (File No.
333-254366) previously filed and declared effective by the U.S.
Securities and Exchange Commission (“SEC”) on March 26, 2021. 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,
can be obtained at the SEC's website at www.sec.gov.
About GD Culture Group
Limited.
GD Culture Group Limited (the “Company”)
(Nasdaq: GDC), is a Nevada holding company currently conducting
business through its subsidiaries, Shanghai Xianzhui Technology
Co., Ltd. (“Shanghai Xianzhui”) and AI Catalysis Corp. (“AI
Catalysis”). The company plans to enter into the livestreaming
market with focus on e-commerce and livestreaming interactive games
through its wholly owned U.S. subsidiary, AI Catalysis, a Nevada
corporation incorporated in May 2023. The Company’s main businesses
include AI-driven digital human technology, live-streaming
e-commerce business and live streaming interactive game. For more
information, please visit the Company's website at
https://www.gdculturegroup.com/.
Forward-Looking Statements
This announcement contains forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact 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.
For investor and media inquiries, please
contact:
Ascent Investor Relations LLCTina XiaoPhone:
+1-646-932-7242 Email: investors@ascent-ir.com
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