GDC issues 600K shares to acquire remaining 20% stake in Shanghai Xianzhui joint venture

GD Culture Group Ltd

Shanghai Highlight (GDC subsidiary) to buy Beijing Hehe's 20% interest in Shanghai Xianzhui Technology Co., Ltd.
GDC to issue 600,000 shares valued at $2.7820/share (~$1.67M) as consideration; closing within 30 days.
Issuance represents ~19.6% dilution based on 3,053,563 shares outstanding per agreement.
GDC's total ownership in the joint venture will increase from 60% to 80% after transaction.

item 1.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

GD Culture Group Ltd entered into Agreement with Shanghai Highlight and Beijing Hehe (effective 2023-10-27).

Action: entry
Agreement: equity purchase
Counterparty: Shanghai Highlight and Beijing Hehe
Effective: 2023-10-27

Exact text from the filing

On October 27, 2023, the Company entered into an equity purchase agreement (the “Agreement”) with Shanghai Highlight and Beijing Hehe, pursuant to which the Shanghai Highlight agreed to purchase the 20% equity interest in the Joint Venture from Beijing Hehe and the Company agreed to issue 600,000 shares of common stock of the Company, valued at $2.7820 per share, the average closing bid price of the common stock of GDC as of the five trading days immediately preceding the date of the Agreement, to Beijing Hehe or its assigns.

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Source: SEC EDGAR

accession 0001013762-23-007329

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