GD Culture Group Ltd

On March 4, 2025, the Company issued 1,115,600 shares of common stock at $0.896379 per share pursuant to a securities purchase agreement with certain investor dated March 4, 2025. The Company received gross proceeds in the amount of $1,000,000, before deducting placement agent’s fees and accountable expenses and other estimated expenses, and plans to use the proceeds from the offering for working capital purposes. The securities were issued and sold by the Company to the investor in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

On May 31, 2024, the Company entered into a software purchase agreement with Shanxi Gangdong Cultural Media Co., Ltd., a seller unaffiliated with the Company. Pursuant to the agreement, the Company purchases and the SGCM sold all of the seller’s right, title, and interest in and to the certain software (the “AIBox”). The purchase price of the software was $1,248,000, payable in the form of an issuance of 1,560,000 shares of common stock of the Company, valued at $0.80 per share. The Company plans to use the AIBox to develop its AI business. On May 31, 2024, the Company issued the 1,560,000 shares of common stock and the transaction was completed.

On April 28, 2025, the Company entered into a software purchase agreement with Gongzheng Xu and Qing Wang, who are unaffiliated with the Company. Pursuant to the agreement, the Company purchased and the seller sold all of the sellers’ right, title, and interest in and to the certain software (the “Chat Box”). The purchase price of the software was $5,768,536.20, payable in the form of issuance of 2,444,295 shares of common stock of the Company, valued at $2.36 per share, the closing bid price of the Company’s common stock on April 25, 2025. The Company plans to use the Chat Box to develop its AI business. On April 28, 2025, the Company issued the 2,444,295 shares of common stock and the transaction was completed. The common stock were issued and sold by the Company in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder.

On May 6, 2025, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell 1,115,600 shares of common stock at $0.524 per share and 9,380,582 pre-funded warrants at $0.523 per warrant. The Company completed its first closing of the Shares and 7,468,536 pre-funded warrants on May 8, 2025, and received gross proceeds in the amount of $4,478,000 before deducting placement agent’s fees and accountable expenses and other estimated expenses. The Company plans to use the proceeds from the offering for working capital purposes. The common stock and pre-funded warrants were issued and sold by the Company in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.