UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): April 28, 2026
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.) |
111 Town Square Place, Suite #1203
Jersey City, NJ 07310
(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)) |
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 |
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. ☐
Item 1.01 Entry Into a Material Definitive Agreement
On April 28, 2026, GD Culture Group Limited. (the “Company”) entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Univest Securities, LLC (the “Sales Agent”) under which the Company may issue and sell from time to time, shares of its common stock, par value $0.0001 per share (the “Shares”), having an aggregate offering price of not more than $300,000,000 through the Sales Agent or any of its sub-agent(s) or other designees, acting as sales agent. Prior to any sales under the Sales Agreement, the Company will deliver a “Transaction Notice” to the Sales Agent that will set the parameters for such sale of Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. The offer and sale of the Shares, if any, will be made pursuant to the Company's registration statement on Form S-3 (File No. 333-292934), which was initially filed with the United States Securities and Exchange Commission (the “Commission”) on January 26, 2026, and was declared effective by the Commission on March 18, 2026 and as supplemented by the prospectus supplement to be filed with the Commission relating to the Shares which may be issued from time to time pursuant to the Sales Agreement.
Subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the Shares by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, with the Company’s prior written consent, in negotiated transactions permitted by law, or as may be required by the rules and regulations of the Nasdaq Stock Market, LLC or such other trading market on which the Company’s common stock is listed or quoted. The Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares in accordance with the terms of the Sales Agreement and any applicable Transaction Notice. The Company cannot provide any assurances that the Sales Agent will sell any Shares pursuant to the Sales Agreement.
The Company made certain customary representations, warranties and covenants concerning the Company and the offering of the Shares. Pursuant to the terms of the Sales Agreement, the Company also provided the Sales Agent with customary indemnification rights, including indemnification against certain liabilities under the Securities Act. The Company will pay the Sales Agent a commission in cash equal to 3.5% of the gross proceeds from the sale of the Shares under the Sales Agreement, if any. In addition, the Company has agreed to reimburse the Sales Agent for all reasonable travel and other accountable 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 $125,000. Additionally, pursuant to the terms of the Sales Agreement, the Company agreed to reimburse the Sales Agent for the documented fees and costs of its legal counsel reasonably incurred in connection with Sales Agent’s ongoing diligence requirements arising from the transactions contemplated by the Sales Agreement in an amount not to exceed $5,000 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 $300,000,000 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 of the Sales Agreement is not complete and is qualified in the entirety by reference to the complete text of the Sales Agreement, which is filed as Exhibit 10.1 to this report on Form 6-K and is incorporated by reference herein.
The Shares will be issued pursuant to the Company’s Registration Statement, the base prospectus filed as part of the Registration Statement and the prospectus supplement filed as part of the Registration Statement. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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The Company cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These 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 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.
Item 7.01 Regulation FD Disclosure.
On April 29, 2026, the Company issued a press release entitled “GD Culture Group Limited Provides Business Progress on AI Interactive Novel Platform - Fato Now Available on Apple App Store”. A copy of the press release is furnished herewith as Exhibit 99.1.
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 subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.
The information contained in this Report on Form 6-K of the Company are hereby incorporated by reference into the Company’s Registration Statement on Form S-3 (File No. 333-292934).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of McLaughlin & Stern, LLP | |
| 10.1 | At-the-Market Issuance Sales Agreement, dated April 28, 2026, by and between GD Culture Group Limited. and Univest Securities, LLC | |
| 23.1 | Consent of McLaughlin & Stern, LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release - GD Culture Group Limited Provides Business Progress on AI Interactive Novel Platform - Fato Now Available on Apple App Store, dated April 29, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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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: April 29, 2026 | 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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