GD Culture Group Limited Announces Downsize of its Registered Direct Offering Priced At-the-Market Under Nasdaq Rules and Private Placement to $9.55 Million
May 02 2023 - 7:00PM
GD Culture Group Limited (“GDC” or the “Company”, formerly known
as JM Global Holding Company, TMSR Holding Company Limited and
Code Chain New Continent Limited), a holding company currently
conducting business through Shanghai Highlight Media Co., Ltd.
(“Highlight Media”) today announced that it has downsized its
previously announced registered direct offering and concurrent
private placement to an aggregate of (i) 310,168 shares of the
Company’s common stock, par value $0.0001 per share, and pre-funded
warrants to purchase up to 844,351 shares of the Company’s common
stock at a purchase price of $8.269 per share with respect to the
registered direct offering, and (ii) warrants to purchase up to
1,154,519 shares of the Company’s common stock at an exercise price
of $8.27 per share with respect to the private placement.
The aggregate gross proceeds to the Company of
both transactions are now expected to be approximately $9.55
million. The transactions are expected to close on or about May 4,
2023, subject to the satisfaction of customary closing
conditions.
Univest Securities, LLC is acting as the sole
placement agent.
The registered direct offering is being made
pursuant to a shelf registration statement on Form S-3 (File No.
333-254366) previously filed and declared effective by the U.S.
Securities and Exchange Commission (“SEC”) on March 26, 2021. A
final prospectus supplement and accompanying prospectus describing
the terms of the proposed offering will be filed with the SEC and
will be available on the SEC's website located at
http://www.sec.gov. Electronic copies of the final prospectus
supplement and the accompanying prospectus may be obtained, when
available, by contacting Univest Securities, LLC at
info@univest.us, or by calling +1 (212) 343-8888.
The offer and sale of the warrants in the
private placement are being made in a transaction not involving a
public offering and have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), or applicable state
securities laws. Accordingly, the warrants and the underlying
shares of common stock may not be reoffered or resold in the United
States except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the
Securities Act and such applicable state securities laws. The
securities were offered only to accredited investors. The Company
has agreed to file one or more registration statements with the SEC
covering the resale of the shares of common stock issuable upon
exercise of the warrants.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor will there be
any sales of such securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction.
Copies of the prospectus supplement relating to the registered
direct offering, together with the accompanying base prospectus,
can be obtained at the SEC's website at www.sec.gov.
About GD Culture Group Limited.
GD Culture Group Limited (“GDC” or the
“Company”, formerly known as JM Global Holding Company, TMSR
Holding Company Limited and Code Chain New Continent Limited) is a
holding company currently conducting business through Shanghai
Highlight Media Co., Ltd. (“Highlight Media”). Highlight Media,
founded in 2016, is an integrated marketing service agency,
focusing on serving businesses in China in connection with brand
management, image building, public relations, social media
management and event planning. For more information, please visit
the Company's website at: visit http://en.ccnctech.com/.
Forward-Looking Statements
This announcement contains forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact in this announcement are
forward-looking statements, including the closing of the
placements. These forward-looking statements involve known and
unknown risks and uncertainties and are based on current
expectations and projections about future events and financial
trends that the Company believes may affect its financial
condition, results of operations, business strategy and financial
needs. Investors can identify these forward-looking statements by
words or phrases such as "may," "will," "expect," "anticipate,"
"aim," "estimate," "intend," "plan," "believe," "potential,"
"continue," "is/are likely to" or other similar expressions. The
Company undertakes no obligation to update forward-looking
statements to reflect subsequent occurring events or circumstances,
or changes in its expectations, except as may be required by law.
Although the Company believes that the expectations expressed in
these forward-looking statements are reasonable, it cannot assure
you that such expectations will turn out to be correct, and the
Company cautions investors that actual results may differ
materially from the anticipated results.
For investor and media inquiries, please
contact:
Ascent Investor Relations LLCTina XiaoPhone: +1-917-609-0333
(U.S.)Email: tina.xiao@ascent-ir.com
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