GD Culture Group Limited Announces Closing of $9.55 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules and Private Placement
May 04 2023 - 4:13PM
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 the closing of its previously
announced registered direct offering and concurrent private
placement in 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 were approximately $9.55 million.
Univest Securities, LLC acted as the sole
placement agent.
The registered direct offering was 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 were filed with the SEC and are 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, 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 were made in a transaction not involving a public
offering and were not 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 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. 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
LLC
Tina Xiao
Phone: +1-917-609-0333 (U.S.)
Email: tina.xiao@ascent-ir.com
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