GD Culture Group Ltd
For the period ended Sep 30, 2025. Filed Nov 3, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 3, 2025
GDC$1.20+9.1%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-12.
0001213900-25-074991
Item 1A. RISK FACTORSUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSDEFAULTS UPON SENIOR SECURITIESMINE SAFETY DISCLOSURESCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-03.
0001213900-25-104943
Item 1A. RISK FACTORSUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSDEFAULTS UPON SENIOR SECURITIESMINE SAFETY DISCLOSURESOTHER INFORMATIONThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 7 previous paragraphs and 13 current paragraphs.
3 unchanged; 3 reworded; 7 added; 0 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
Investing in our common stock involves a high degree of risk. You should carefully consider the information included in this Quarterly Report on Form 10-Q and the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 before making an investment in our common stock. Our business, financial condition, results of operations, or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our common stock could decline and you could lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There are no material changes to the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.
Added paragraphs (7)
Current report
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Current report
On September 8 2025, the Company, Pallas, and the shareholders of Pallas (each a “Seller” and collectively, the “Sellers”) executed an agreement and plan of securities exchange (the “Share Exchange Agreement”, and the transactions contemplated thereby, collectively, the “Transaction”), pursuant to which, the Sellers wish to sell to the Company, and the Company wishes to purchase from the Sellers, 100% interest in and to the ordinary shares of the Target (the “Target Shares”). In exchange for the Target Shares, the Company shall issue an aggregate of 39,189,344 shares of the Company’s common stock (the “GDC Shares”), of the Company in book entry form in such amount and to such Sellers. On September 29, 2025, the Sellers transferred to the Company 10,000 ordinary shares, being all of the issued and outstanding ordinary shares of the Target, and received in exchange certificates representing the 39,189,344 GDC Shares. Thereafter, Pallas became a wholly-owned subsidiary of the Company. Pursuant to the Share Exchange Agreement, the Company’s issuances of GDC Shares were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof, and Regulation D for transactions not involving a public offering or Regulation S thereunder, as applicable. Each Seller was required to represent that it is (i) either an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or, in the case of the shares of common stock sold outside the United States, not a “U.S. person” in accordance with Regulation S under the Securities Act and (ii) acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Company did not engage in general solicitation or advertising and did not offer securities to the public in connection with the issuance and sale of GDC Shares.
Current report
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Reworded paragraphs (3)
Previous wording
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.
Current wording
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 used 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.
Previous wording
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.
Current wording
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 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.
Previous wording
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.
Current wording
On May 2, 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 used 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.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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.