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 issued an aggregate of 1,333,334 shares of common stock of common stock to certain accredited investor for a purchase price of $2.10 per share, for gross proceeds in the amount of approximately $2,800,000.

“On October 24, 2025, GD Culture Group Limited, a Nevada corporation (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreement”) with certain accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell, in a private placement (the “Private Placement”), an aggregate of 1,333,334 shares of common stock (the “Shares”), par value $0.0001 per share (the “Common Stock”) at a purchase price of $2.10 per share, for gross proceeds in the amount of approximately $2,800,000.”

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 completed an acquisition involving Gongzheng Xu and Qing Wang for $5,768,536.20, payable in the form of issuance of 2,444,295 shares of common stock of the Company (closed 2025-04-29).

“Company agreed to purchase and the Seller agreed to sell all of Seller’s right, title, and interest in and to the certain software. The purchase price of the software shall be $5,768,536.20, payable in the form of issuance of 2,444,295 shares of common stock of the Company (the “Shares”), valued at $2.36 per share, the closing bid price of the Company’s common stock”

GD Culture Group Ltd received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“March 20, 2025, GD Culture Group Limited (the “Company”) received a written notice from The Nasdaq Stock Market LLC (“Nasdaq”) Listing Qualifications Department notifying the Company that the Company no longer complies with Nasdaq Listing Rules (the “Rules”). Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing, and the Company’s Form 10-K for fiscal year ended December 31, 2024 reported stockholders’ equity of $2,643. In accordance with the Rules, the Company has 45 calendar days”

GD Culture Group Ltd completed an acquisition involving Shanxi Gangdong Cultural Media Co., Ltd. for $1,248,000, payable in the form of issuance of 1,560,000 shares of common stock of the Company (closed 2024-06-04).

“Company agreed to purchase and the Seller agreed to sell all of Seller’s right, title, and interest in and to the certain software. The purchase price of the software shall be $1,248,000, payable in the form of issuance of 1,560,000 shares of common stock of the Company (the “Shares”), valued at $0.80 per share. The Company plans to use the software to develop its”

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”).”

GD Culture Group Ltd completed an acquisition involving Beijing Hehe Property Management Co., Ltd. for 400,000 shares of common stock of the Company, valued at $2.7820 per share (closed 2024-01-11).

“Venture. Pursuant to the Agreement, Shanghai Highlight agreed to purchase the 13.3333% equity interest in the Joint Venture from Beijing Hehe and the Company agreed to issue 400,000 shares of common stock of the Company (the “Shares”), valued at $2.7820 per share, to Beijing Hehe or its assigns. On January 11, 2024, the Company issued the Shares and the”

GD Culture Group Ltd shareholders approved Ratification of HTL International, LLC to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 at the 2023-12-29 meeting.

“Ratification of HTL International, LLC to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. FOR AGAINST ABSTAIN 1,577,011 2,889 5,096”

GD Culture Group Ltd shareholders rejected Election of the following persons as Directors of the Company at the 2023-12-29 meeting.

“Election of the following persons as Directors of the Company. FOR AGAINST ABSTAIN Broker Non-Vote Xiao Jian Wang 176,321 3,969 2,953 1,401,753 Shuang Zhang 176,047 4,244 2,952 1,401,753 Mingyue Cai 175,145 5,146 2,952 1,401,753 Yi Zhong 142,409 37,963 2,871 1,401,753 Shuaiheng Zhang 142,376 37,997 2,870 1,401,753”

GD Culture Group Ltd amended Amendment to Securities Purchase Agreement with certain purchasers valued at Removed Section 2(b) Adjustment Upon Issuance of Common Stock and Section 2(e) Other Events from the (effective 2023-11-17).

“On November 17, 2023, the Company entered into an amendment to the Securities Purchase Agreement with the Purchasers, pursuant to which Exhibit B to the Securities Purchase Agreement (form of Registered Warrants) was deleted and replaced with an amended and restated the Form of Registered Warrant, to remove Section 2(b) Adjustment Upon Issuance of Common Stock and Section 2(e) Other Events.”

GD Culture Group Ltd amended Amended and Restated Agreement with Entertainment Co., Ltd. ("Shanghai Highlight"), Beijing Hehe Property Management Co., Ltd. ("Beijing Hehe") valued at 400,000 shares of common stock of the Company, valued at the Per Share Price (effective 2023-11-10).

“On November 10, 2023, the Company entered into an amended and restated equity purchase agreement (the “Amended and Restated Agreement”) that amended and replaced the Original Agreement.”

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

“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.”

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

“the Audit Committee and the Board of Directors of GD Culture Group Limited (the "Company") approved the appointment of HTL International, LLC ("HTL") as its new independent registered public accounting firm”

GD Culture Group Ltd dismissed Enrome LLP as its auditor.

“GD Culture Group Limited (the “Company”) notified its independent registered public accounting firm, Enrome LLP, its decision to dismiss Enrome LLP as the Company’s auditor.”

GD Culture Group Ltd terminated VIE Agreements (Technical Consultation and Services Agreement, Equity Pledge Agreement, Equity Option Agreement, Voting Rights Proxy and Financial Support Agreement) with Makesi IoT Technology (Shanghai) Co., Ltd., Shanghai Highlight Media Co., Ltd., shareholders of Shanghai Highlight valued at Termination of VIE Agreements for $100,000 consideration (effective 2023-09-26).

“On September 26, 2023, Highlight WFOE entered into a termination agreement (the “Termination Agreement”) with Highlight Media, the Highlight Media Shareholders and a third party to terminate the VIE Agreements and for the third party to pay the Company $100,000 as consideration to the termination of the VIE Agreements.”

GD Culture Group Ltd entered into Agreement with a buyer unaffiliated with the Company (the "Buyer") valued at $100,000 (effective 2023-06-26).

“On June 26, 2023, GD Culture Group Limited (the "Company") entered into a share purchase agreement (the "Agreement") with a buyer unaffiliated with the Company (the "Buyer").”

GD Culture Group Ltd completed an acquisition involving Northeast Management LLC for $750,000, payable in the form of issuance of 187,500 shares of common stock of the Company, valued at $4.00 per share (closed 2023-06-26).

“ntered into a software purchase agreement (the “Agreement”) with Northeast Management LLC, a seller unaffiliated with the Company (the “Seller”). Pursuant to the Agreement, the Company agreed to purchase and the Seller agreed to sell all of Seller’s”

GD Culture Group Ltd entered into Software Purchase Agreement with Northeast Management LLC valued at $750,000 payable in 187,500 shares of common stock (effective 2023-06-22).

“On June 22, 2023, GD Culture Group Limited (the "Company") entered into a software purchase agreement (the "Agreement") with Northeast Management LLC, a seller unaffiliated with the Company (the "Seller").”

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).

“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.”

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).

“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.”

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).

“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.”

GD Culture Group Ltd entered into PIPE Securities Purchase Agreement with certain purchasers (effective 2023-05-01).

“are also sold to the Purchasers, pursuant to a private warrant securities purchase agreement, dated May 1, 2023 (the “PIPE Securities Purchase Agreement”).”

GD Culture Group Ltd entered into RD Securities Purchase Agreement with certain purchasers (effective 2023-05-01).

“are sold to certain purchasers (the “Purchasers”), pursuant to a securities purchase agreement, dated May 1, 2023 (the “RD Securities Purchase Agreement”).”

GD Culture Group Ltd entered into Placement Agency Agreement with Univest Securities, LLC (effective 2023-05-01).

“On May 1, 2023, 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”).”

Zihao Zhao was appointed as Chief Financial Officer at GD Culture Group Ltd.

“Mr. Zihao Zhao was appointed as the Chief Financial officer of the Company, effective April 21, 2023”

Xiao Jian Wang was appointed as Chief Executive Officer, President, Chairman of the Board and a director at GD Culture Group Ltd.

“Mr. Xiao Jian Wang was appointed as the Chief Executive Officer, President, Chairman of the Board and a director of the Company, effective April 21, 2023”

Yi Li resigned as Chief Financial Officer at GD Culture Group Ltd.

“On April 21, 2023, Ms. Yi Li tendered her resignation as the Chief Financial Officer of the Company, effective April 21, 2023.”

Hongxiang Yu resigned as Chief Executive Officer, President, Chairman of the Board and a director at GD Culture Group Ltd.

“On April 21, 2023, Mr. Hongxiang Yu tendered his resignation as the Chief Executive Officer, President, Chairman of the Board and a director of GD Culture Group Limited (the “Company”), effective April 21, 2023.”

Yi Zhong was appointed as Director at GD Culture Group Ltd.

“Mr. Yi Zhong was appointed as a director and a member of the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee of the Company, effective February 17, 2023.”

Junhe Hong resigned as Director at GD Culture Group Ltd.

“Ms. Junhe Hong tendered her resignation as a director and a member of the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee of the Company, effective February 17, 2023.”

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

“Mr. Shuaiheng Zhang was appointed as a director and a member of the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee of the Company, effective February 9, 2023.”

Jing Zhang resigned as Director at GD Culture Group Ltd.

“Ms. Jing Zhang tendered her resignation as a director and a member of the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee of the Company, effective February 9, 2023.”

Lu Cai was appointed as Chief Operating Officer at GD Culture Group Ltd.

“Ms. Lu Cai was appointed as the Chief Operating Officer of the Company, effective February 9, 2023.”

GD Culture Group Ltd shareholders approved Ratification of Enrome LLP as independent registered public accounting firm for fiscal year 2022 at the 2022-12-20 meeting.

“2. Ratification of Enrome LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022. FOR AGAINST ABSTAIN 1,083,151 500 0 Accordingly, Enrome LLP has been ratified to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022.”

GD Culture Group Ltd shareholders approved Election of Directors at the 2022-12-20 meeting.

“1. Election of the following persons as Directors of the Company. FOR AGAINST ABSTAIN Broker Non-Vote Hongxiang Yu 1,083,151 500 0 0 Shuang Zhang 1,083,151 500 0 0 Mingyue Cai 1,083,151 500 0 0 Junhong He 1,083,151 500 0 0 Jing Zhang 1,083,151 500 0 0 Accordingly, each such person has been duly elected as a Director to hold such office until the 2023 Annual Meeting of Stockholders or until his successor is elected and shall qualify.”

Chengwei Mo resigned as director at GD Culture Group Ltd.

“Mr. Chengwei Mo tendered his resignation as a director, the Chair of the Audit Committee, and a member of the Nominating and Corporate Governance Committee and the Compensation Committee of the Company, effective November 10, 2022.”

Tianxiang Zhu resigned as Chief Operating Officer at GD Culture Group Ltd.

“Mr. Tianxiang Zhu tendered his resignation as the Chief Operating Officer and a director of Code Chain New Continent Limited (the “Company”), effective November 10, 2022.”

GD Culture Group Ltd: Reverse stock split at a ratio of one-for-thirty via Certificate of Amendment to the Articles of Incorporation (effective 2022-11-09).

“On November 4, 2022, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “Certificate of Amendment”) with the Nevada Secretary of State to effect a reverse stock split of the outstanding shares of common stock, par value $0.0001 per shares, of the Company at a ratio of one-for-thirty (30), which will become effective at 12:01 a.m. on November 9, 2022 (the “Reverse Stock Split”).”