GD Culture Group Limited Announces Closing of $10 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
03 Novembre 2023 - 9:05PM
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 the closing of
its previously announced registered direct offering 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. The purchase price for the
Pre-funded Warrants was identical to the purchase price for Shares,
less the exercise price of $0.001 per share.
The Company issued 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 were
approximately $10 million.
Univest Securities, LLC acted as the sole
placement agent.
The Shares, the Pre-funded Warrants, and the
Warrants have been registered and the offering was 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 were filed with the SEC and are 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, 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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