---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-040663"
form_type: "8-K"
ticker: "GDC"
cik: "0001641398"
company_name: "GD Culture Group Ltd"
filed_at: "2023-05-17T23:59:59+00:00"
generated_at: "2026-06-14T22:25:39.763581+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# GD Culture Group amends offering; common share price raised to $8.35, net extra $84,973

## Summary
- Common share purchase price increased from $8.27 to $8.35; pre-funded warrant price to $8.349.
- Unregistered Warrants exercise price raised to $8.35 per share from $8.27.
- Placement Agent Warrants exercise price adjusted to $10.02 per share.
- Net additional proceeds of ~$84,973 after 7% placement fee and 1% expense allowance.
- Company will use net proceeds for working capital and general corporate purposes.

## SEC filing metadata
- accession: 0001213900-23-040663
- form_type: 8-K
- ticker: GDC
- cik: 0001641398
- company_name: GD Culture Group Ltd
- filed_at: 2023-05-17T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1641398/000121390023040663/0001213900-23-040663-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1641398/000121390023040663/ea178802-8k_gdculture.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-040663
- JSON: https://secwatch.observer/filing/0001213900-23-040663.json
- Plain text: https://secwatch.observer/filing/0001213900-23-040663.txt

## Key facts
- Material Agreements
  GD Culture Group Ltd amended Amendment to PIPE Securities Purchase Agreement with Purchasers valued at Exercise price of each Unregistered Warrant increased to $8.35 per share (effective 2023-05-16).
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: Purchasers
  - Value: Exercise price of each Unregistered Warrant increased to $8.35 per share
  - Effective: 2023-05-16
  source text: Concurrently, the Company entered into an amendment to the PIPE Securities Purchase Agreement with the Purchasers, pursuant to which the exercise price of each Unregistered Warrant was increased to $8.35 per share of common stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1641398/000121390023040663/0001213900-23-040663-index.htm
- Material Agreements
  GD Culture Group Ltd amended Amendment to Placement Agency Agreement and amended and restated Placement Agent Warrants with Univest Securities, LLC valued at Exercise price of Placement Agent Warrants increased to $10.02 per share (effective 2023-05-16).
  - Action: amendment
  - Agreement: underwriting
  - Counterparty: Univest Securities, LLC
  - Value: Exercise price of Placement Agent Warrants increased to $10.02 per share
  - Effective: 2023-05-16
  source text: In addition, as a result of such amendments and pursuant to the Placement Agency Agreement, the Company amended and restated the Placement Agent Warrants to increase the exercise price to $10.02 per share.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1641398/000121390023040663/0001213900-23-040663-index.htm
- Material Agreements
  GD Culture Group Ltd amended Amendment to RD Securities Purchase Agreement with Purchasers valued at Purchase price per Common Share increased to $8.35; per Pre-funded Warrant increased to $8.349 (effective 2023-05-16).
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: Purchasers
  - Value: Purchase price per Common Share increased to $8.35; per Pre-funded Warrant increased to $8.349
  - Effective: 2023-05-16
  source text: On May 16, 2023, the Company entered into an amendment to the RD Securities Purchase Agreement with the Purchasers, pursuant to which the purchase price of each Common Share was increased to $8.35 and the purchase price of each Pre-funded Warrant was increased to $8.349.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1641398/000121390023040663/0001213900-23-040663-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.