UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

~~FORM~~ 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): ~~February 10~~ March 4, 2025

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.)

22F - 810 Seventh Avenue,
New York, NY 10019

(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))

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. ☐

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

Item 1.01 Entry Into a Material Definitive Agreement

On ~~February~~March 104, 2025, GD Culture Group Limited. (the “Company”) entered into a ansecurities ~~At-The-Market~~purchase ~~Issuance~~agreement ~~Sales Agreement~~ (the “~~Sales~~ Securities Purchase Agreement”) with ~~Univest~~certain investor ~~Securities, LLC~~ (the “~~Sales Agent~~Purchaser”) ~~under~~for ~~which~~ the ~~Company~~sale ~~may~~of ~~issue and sell from time to time~~1,115,600 shares of ~~its~~ common stock, ~~par~~(the ~~value~~“Shares”) at $0.~~0001~~896379 per share (the “~~Shares~~Offering”),. ~~having~~The anOffering ~~aggregate~~closed ~~offering price~~on ofMarch ~~not more than $10~~6,~~000,000~~ ~~through the Sales Agent or any of its sub-agent(s) or other designees, acting as sales agent~~2025. ~~Prior to~~The ~~any sales under the Sales Agreement, the~~ Company ~~will~~received ~~deliver~~gross aproceeds ~~“Transaction~~in ~~Notice” to~~ the ~~Sales~~amount ~~Agent that will set the parameters for such sale~~ of ~~Shares~~$1,000,000, ~~including~~before deducting ~~the~~placement ~~number~~agent’s offees ~~Shares~~and toaccountable beexpenses ~~issued,~~and ~~the~~other ~~time~~estimated ~~period~~expenses. ~~during~~The ~~which~~Company ~~sales~~plans ~~are requested~~ to ~~be made,~~use ~~any~~the ~~limitation~~proceeds on from the ~~number~~offering offor ~~Shares~~working ~~that~~capital ~~may be sold in any one trading day and any minimum price below which sales may not be made~~purposes. ~~The~~Pursuant ~~offer~~to ~~and sale of~~ the ~~Shares,~~securities ifpurchase ~~any~~agreement, ~~will be made pursuant to~~ the Company’s ~~shelf~~has ~~registration~~agreed ~~statement~~to onuse ~~Form~~commercially ~~F-3 (File~~reasonable ~~No.~~efforts ~~333- 279141)~~to, ~~which~~within ~~was~~sixty ~~initially filed with the United States Securities and Exchange Commission~~ (~~the “Commission”~~60) ~~on May~~calendar 6,days ~~2024,~~after ~~and~~the ~~was~~date ~~declared~~of ~~effective, as amended, by~~ the ~~Commission~~Securities onPurchase ~~August 20~~Agreement, ~~2024~~file ~~and~~a asregistration ~~supplemented~~statement byon the ~~prospectus supplement~~ toappropriate beform ~~filed~~providing ~~with~~for the ~~Commission~~resale ~~relating~~by to the ~~Shares~~Purchaser ~~which~~of ~~may be issued from time to time pursuant to~~ the ~~Sales Agreement~~Shares.

~~Subject~~In to the ~~terms and~~Securities ~~conditions~~Purchase ~~of the Sales~~ Agreement, the ~~Sales~~Purchaser ~~Agent~~represented ~~may sell~~ to the ~~Shares~~Company, ifamong ~~any~~other things, ~~only~~that byit ~~methods~~is ~~deemed to be~~ an “~~at-the-market~~accredited investor” ~~offering~~ (as such term is defined in Rule ~~415~~501(a)(3) ~~promulgated~~ of Regulation D under the ~~United States~~ Securities Act of 1933, as amended (the “Securities Act”)~~, including,~~). ~~without~~The ~~limitation,~~Shares ~~sales~~were ~~made~~issued ~~directly~~and ~~through~~sold ~~the~~by ~~Nasdaq Capital Market or any other trading market on which~~ the Company’s ~~common stock is listed or quoted or~~ to ~~or through a market maker. In addition, subject to~~ the ~~terms~~ ~~and~~Investor ~~conditions~~in ofreliance ~~the~~upon ~~Sales Agreement, with~~ the ~~Company’s~~exemptions ~~prior~~from ~~written consent,~~ the ~~Sales~~registration ~~Agent~~requirements ~~may also sell Shares by any other method permitted by law, or as may be required by the rules and regulations~~ of the ~~Nasdaq~~Securities ~~Stock~~Act afforded ~~Market,~~by ~~LLC~~Section ~~or such other trading~~4(a)(2) ~~market~~of ~~on which~~ the Securities ~~Company’s~~Act ~~common stock is listed or quoted, including, but not limited to, in negotiated transactions. The Sales Agent will use commercially reasonable efforts consistent with its normal trading~~ and ~~sales~~Rule ~~practices~~506(b) ~~to sell the Shares in accordance with the terms~~ of Regulation ~~the~~D promulgated ~~Sales Agreement and any applicable Transaction Notice~~thereunder. ~~The Company cannot provide any assurances that the Sales Agent will sell any Shares pursuant to the Sales Agreement.~~

~~The Company~~In ~~made~~connection ~~certain~~with ~~customary~~the ~~representations~~Offering, ~~warranties~~on ~~and~~March ~~covenants~~4, ~~concerning~~ 2025, the Company ~~and~~entered ~~the~~into ~~offering~~a ofplacement ~~the~~agency ~~Shares.~~agreement ~~Pursuant to~~ (the ~~terms~~“Placement ofAgency ~~the Sales~~ Agreement,”) ~~the Company also provided the Sales Agent~~ with ~~customary~~Univest ~~indemnification rights~~Securities, ~~including~~LLC ~~indemnification~~(the ~~against~~“Placement ~~certain liabilities under the Securities Act~~Agent”). The Company ~~will~~agreed to pay the ~~Sales~~ Placement Agent a ~~commission~~total in cash fee equal to ~~3.5~~seven percent (7%) of the aggregate gross proceeds ~~from~~raised ~~the~~in ~~sale~~this ~~of the Shares under the Sales Agreement, if any~~Offering. InThe ~~addition, the~~ Company has also agreed to reimburse the ~~Sales~~Placement Agent for all reasonable ~~travel~~ and ~~other accountable~~ out-of-pocket expenses, ~~including the documented fees and costs of its legal counsel reasonably~~ incurred in connection with ~~entering into~~ the ~~transactions contemplated by the Sales Agreement in an amount not to exceed $125~~Offering,~~000.~~ ~~Additionally,~~including ~~pursuant~~reasonable ~~to the terms of the Sales Agreement, the Company agreed to reimburse the Sales Agent for the documented~~ fees and ~~costs~~expenses of ~~its~~the ~~legal~~Placement ~~counsel reasonably incurred in connection with Sales~~ Agent’s ~~ongoing~~legal ~~diligence~~counsel ~~requirements~~and ~~arising~~due ~~from~~diligence ~~the~~analysis ~~transactions~~up ~~contemplated by the Sales Agreement in an amount not~~ to ~~exceed~~ $520,000 ~~in the aggregate per calendar quarter~~. The offering of Shares will terminate upon the earlier of the sale of the Shares under the Sales Agreement having an aggregate offering price of $10,000,000 or the termination of the Sales Agreement as permitted therein. The Sales Agreement may be terminated by the Company at any time upon three (3) days’ prior written notice to the Sales Agent. The Sales Agent may terminate the Sales Agreement at any time by providing written notice to the Company. The Company and the Sales Agent may also terminate the Sales Agreement by mutual agreement.

The foregoing ~~summary~~ description of the ~~Sales~~Securities Purchase Agreement isand ~~not~~the ~~complete~~Placement ~~and~~Agency Agreement is qualified in ~~the~~its entirety by reference to the ~~complete~~ full text of ~~the~~such ~~Sales Agreement~~agreement, copies of which are isattached ~~filed~~hereto as ~~Exhibit~~Exhibits 10.1 toand ~~this~~10.2 ~~report~~and onare ~~Form 6-K~~ incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. A copy of the press release related to the Offering entitled “GD Culture Group Limited Announces Pricing of Private Placement” is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

~~The Shares~~This ~~will~~Current beReport ~~issued~~on ~~pursuant~~Form ~~to the Company’s Registration Statement, the base prospectus filed as part of the Registration Statement and the at~~8-~~the-market~~K ~~offering agreement prospectus filed as part of the Registration Statement. This Current Report~~ shall not constitute an offer to sell or ~~the~~a solicitation of an offer to buy any securities, nor shall there be any sale of ~~the~~securities ~~Shares~~ in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

1The information contained in this Current Report on Form 8-K of the Company, are hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-279141) and Registration Statement on Form S-8 (File No. 333-252790).

~~The~~Item ~~Company cautions you that statements included in this report that are not a description of historical facts are forward-looking statements~~3.02 ~~These~~Unregistered ~~forward-looking statements include statements regarding the ability to sell Shares and raise additional funds pursuant to the~~ Sales ~~Agreement. The inclusion~~ of ~~forward-looking~~Equity statements should not be regarded as a representation by the Company that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with market conditions and the satisfaction of pre-sale conditions under the Sales Agreement, as well as risks and uncertainties inherent in the Company’s business, including those described in the Company’s periodic filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This cautionary statement is made under the safe harbor provisions of Section 21E of the Private Securities ~~Litigation Reform Act of 1995.~~

The information ~~contained~~provided inunder ~~this~~Item ~~Report~~1.01 onabove ~~Form 6-K~~with ofrespect to the ~~Company,~~Offering ~~are~~and ~~hereby~~issuance of the is incorporated by reference into this Item 3.02. The Shares were issued and sold by the Company’s ~~Registration~~to ~~Statement~~the onInvestor ~~Form~~in ~~F-3~~reliance ~~(File~~upon the ~~No.~~exemptions ~~333-267893) and~~from ~~Registration~~the ~~Statement~~registration onrequirements ~~Form~~of ~~S-8~~the Securities Act afforded by Section 4(~~File~~a)(2) ~~No.~~of ~~333-264089~~the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Ortoli Rosenstadt LLP
10.1		Form of Securities Purchase Agreement
10.1		At-the-Market Issuance Sales Agreement, dated February 10, 2025, by and between GD Culture Group Limited. and Univest Securities, LLC
10.2		Placement Agency Agreement, dated March 4, 2025, by and between GD Culture Group Limited. and Univest Securities, LLC
99.1		Press Release - GD Culture Group Limited Announces ~~At-The-Market~~Pricing ~~Equity~~of ~~Offering~~Private ~~Program~~Placement, dated ~~February~~March 104, 2025
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: February 10, 2025	By:	/s/ Xiao Jian wang
Date: March 7, 2025	By:	/s/ Xiao Jian Wang
	Name:	Xiao Jian Wang
	Title:	Chief Executive Officer, President and Chairman of the Board of Directors

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