Current Report Filing (8-k)
June 27 2023 - 5:16PM
Edgar (US Regulatory)
0001641398
false
00000
0001641398
2023-06-22
2023-06-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June
22, 2023
GD Culture Group Limited
(Exact name of Company as specified in charter)
| Nevada |
|
001-37513 |
|
47-3709051 |
(State or other jurisdiction
of incorporation) |
|
(Commission File No.) |
|
(IRS Employer
Identification No.) |
c/o GD Culture Group Limited
Flat 1512, 15F, Lucky Centre,
No.165-171 Wan Chai Road
Wan Chai, Hong Kong
(Address of Principal Executive Offices) (Zip
code)
+852-95791074
(Company’s Telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction
A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 |
|
GDC |
|
Nasdaq Capital Market |
Item 1.01 Entry into a Material Definitive
Agreement.
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”). Pursuant to the Agreement, the 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 $750,000, payable in the form of
issuance of 187,500 shares of common stock of the Company (the “Shares”), valued at $4.00 per share. The Company plans to
use the software to develop video games.
On June 26, 2023, the Company issued the Shares
to the Seller’s designees and the transaction was completed.
The foregoing description of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit
10.1 hereto.
Item 2.01 Completion of Acquisition or Disposition
of Assets.
The information set forth under Item 1.01 above
of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
GD CULTURE GROUP LIMITED |
| |
|
| Date: June 27, 2023 |
By: |
/s/ Xiao Jian Wang |
| |
Name: |
Xiao Jian Wang |
| |
Title: |
Chief Executive Officer, President and
Chairman of the Board |
2
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