GD Culture Group Ltd — fact timeline

GD Culture Group Ltd entered into Sales Agreement with Univest Securities, LLC valued at $300,000,000 (effective 2026-04-28).

“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.”

GD Culture Group Ltd engaged GGF CPA LTD as its auditor.

“On January 29, 2026, with the approval of the Board of Directors and the Audit Committee, GD Culture Group Limited, a Nevada corporation (the “Company”) terminated HTL International, LLC (“HTL”) and engaged GGF CPA LTD (“GGF”), as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025, effective immediately.”

GD Culture Group Ltd dismissed HTL International, LLC as its auditor.

“On January 29, 2026, with the approval of the Board of Directors and the Audit Committee, GD Culture Group Limited, a Nevada corporation (the “Company”) terminated HTL International, LLC (“HTL”) and engaged GGF CPA LTD (“GGF”), as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025, effective immediately.”

GD Culture Group Ltd completed an acquisition involving Pallas Capital Holding Ltd for an aggregate of 39,189,344 shares of common stock (closed 2025-09-29).

“pursuant to which the Company will acquire 100% of the issued and outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344 shares of common stock, par value $0.0001 per share, of the Company. The Transaction contemplated by the Agreement closed on September 29, 2025. The information disclosed in Item”

GD Culture Group Ltd received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).

“May 13, 2024, GD Culture Group Limited (the “Company”) received a written notice from the Listing Qualifications Department of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that, based on the closing bid price of the Company’s common stock, par value $0.0001 (the “Common Stock”), for the last 30 consecutive trading days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requir”

Yun Zhang was appointed as Director at GD Culture Group Ltd.

“Mr. Yun Zhang was appointed as a director, chair of the Nominating Committee, and member of the Audit Committee and Compensation Committee of the Company, effective April 26, 2024.”

Lei Zhang was appointed as Director at GD Culture Group Ltd.

“Mr. Lei Zhang was appointed as a director, chair of the Compensation Committee, and member of the Audit Committee and Nominating Committee”

Zihao Zhao was appointed as Director at GD Culture Group Ltd.

“Mr. Zihao Zhao, the Chief Financial Officer of the Company, was appointed as a director of the Company, effective April 26, 2024”

Yi Zhong resigned as Director at GD Culture Group Ltd.

“On April 26, 2024, Mr. Yi Zhong tendered his resignation as a director, chair of the Nominating Committee, and member of the Audit Committee and Compensation Committee of the Company, effective April 26, 2024.”

Mingyue Cai resigned as Director at GD Culture Group Ltd.

“On April 26, 2024, Mr. Mingyue Cai tendered his resignation as a director, chair of the Compensation Committee, and member of the Audit Committee and Nominating Committee of the Company, effective April 26, 2024.”

Shuang Zhang resigned as Director at GD Culture Group Ltd.

“On April 26, 2024, Mr. Shuang Zhang tendered his resignation as a director of GD Culture Group Limited (the “Company”), effective April 26, 2024.”

GD Culture Group Ltd shareholders approved Adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One. at the 2024-03-26 meeting.

“2. Adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One. FOR AGAINST ABSTAIN 2,151,100 33,695 7,076 Accordingly, adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One, has been approved.”

GD Culture Group Ltd shareholders approved Election of the following persons as Directors of the Company at the 2024-03-26 meeting.

“1. Election of the following persons as Directors of the Company. FOR WITHHOLD Xiao Jian Wang 2,177,868 14,003 Shuang Zhang 2,182,282 9,589 Mingyue Cai 2,176,379 15,492 Yi Zhong 2,182,332 9,539 Shuaiheng Zhang 2,182,341 9,530 Accordingly, the following persons were elected as Directors of the Company, to serve until the next annual meeting of stockholders or until their successors are elected and qualified: Xiao Jian Wang, Shuang Zhang, Mingyue Cai, Yi Zhong, and Shuaiheng Zhang.”

GD Culture Group Ltd entered into Placement Agency Agreement with Univest Securities, LLC valued at 810,277 shares of common stock at $1.144 per share; net proceeds approx. $830,000; placement agent f (effective 2024-03-22).

“On or about March 22, 2024, GD Culture Group Limited (the “Company”, “we”, “us” or “our”) entered into a placement agency agreement (the “Placement Agency Agreement”), with Univest Securities, LLC (the “Placement Agent” or “Univest”).”