Item 1.01 Entry into a Material Definitive
Agreement.
As previously reported, on May 1, 2023, GD Culture
Group Limited (the “Company”) entered into a securities purchase agreement (the “RD Securities Purchase Agreement”),
pursuant to which the Company sold an aggregate of 310,168 shares of common stock (the “Common Shares”) of the Company, par
value $0.0001 per share, and pre-funded warrants to purchase up to an aggregate of 844,351 shares of common stock (the “Pre-Funded
Warrants”, and the common stock underlying such warrants, the “Pre-Funded Warrant Shares”) to certain purchasers (the
“Purchasers”) (the “RD Offering”). The purchase price of each Common Share was $8.27. The purchase price of each
Pre-funded Warrant was $8.269, which equals the price per Common Share being sold to the public in the RD Offering, minus $0.001. The
RD Offering was being made pursuant to a shelf registration statement (No. 333-254366) on Form S-3, which was declared
effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 26, 2021, and related prospectus supplement.
In a concurrent private placement, the Company
entered into a private warrant securities purchase agreement (the “PIPE Securities Purchase Agreement”), pursuant to which
the Company sold warrants to purchase up to 1,154,519 shares of common stock (the “Unregistered Warrants”, and the common
stock underlying such warrants, the “Unregistered Warrant Shares”) to the Purchasers (the “PIPE Offering”, together
with the RD Offering, collectively the “Offering”). Unregistered Warrants were exercisable at $8.27 per share.
In addition, the Company entered into a placement
agency agreement (the “Placement Agency Agreement”), with Univest Securities, LLC, acting as the placement agent of the Offering
(the “Placement Agent” or “Univest”). Pursuant to the Placement Agency Agreement, the Company issued warrants
to the Placement Agent to purchase up to 115,452 shares of Common Stock (equal to 5.0% of the aggregate number of Common Shares, Pre-Funded
Warrant Shares, and the Unregistered Warrant Shares) at an exercise price of $9.924 per share, which represents 120% of the offering price
of each share (the “Placement Agent Warrants”).
Amendment
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.
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.
The Company will receive net proceeds of
$84,972.60, after deducting placement agent’s 7% cash fee and 1% non-accountable expense allowance, as a result of such
amendments. The Company plans to use the net proceeds for working capital and general corporate purposes.
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.
The form of amendment to the RD Securities Purchase
Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The form of amendment to
the PIPE Securities Purchase Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The form of amended and restated Unregistered Warrants is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated
herein by reference. The form of Placement Agent’s Warrants is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated
herein by reference. The foregoing descriptions of the terms of the amendment to the RD Securities Purchase Agreement, the amendment to
the PIPE Securities Purchase Agreement, the form of amended and restated Unregistered Warrants and the form of Placement Agency Agreement
do not purport to be complete descriptions of the rights and obligations thereunder and are qualified in their entirety by reference to
such exhibits.