Univest Securities, LLC Announces Closing of $9.55 Million Registered Direct Offering and Private Placement for its Client GD Culture Group Limited (NASDAQ: GDC)

New York, May 04, 2023 (GLOBE NEWSWIRE) -- Univest Securities, LLC (“Univest”), a member of FINRA and SIPC, and a full-service investment bank and securities broker-dealer firm based in New York, today announced the closing of registered direct offering (the “Offering”) of (i) 310,168 common stock priced at $8.27 per share, with pre-funded warrants exercisable for 844,351 shares with respect to the registered direct offering, and (ii) warrants exercisable for 1,154,519 shares with respect to the private placement for its client GD Culture Group Limited (NASDAQ: GDC) (“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”).

Under the terms of the securities purchase agreement, the Company has agreed to sell to the institutional investors a total of 310,168 shares priced at $8.27 per share, with pre-funded warrants exercisable for 844,351 shares and warrants exercisable for 1,154,519 shares. The purchase price of each pre-funded warrant is equal to the price per share, minus $0.0001, and the remaining exercise price of each pre-funded warrant will equal $0.0001 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. The warrants will be immediately exercisable, will expire five (5) years from the original issuance date and will have an exercise price of $8.27 per share.

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 Univest Securities, LLC

Registered with FINRA since 1994, Univest Securities, LLC provides a wide variety of financial services to its institutional and retail clients globally including brokerage and execution services, sales and trading, market making, investment banking and advisory, wealth management. It strives to provide clients with value-add service and focuses on building long-term relationship with its clients. For more information, please visit: www.univest.us.

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 press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. Univest Securities LLC and the Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

For more information, please contact:

Univest Securities, LLC

Edric Guo

Chief Executive Officer

75 Rockefeller Plaza, Suite 18C

New York, NY 10019

Phone: (212) 343-8888

Email: info@univest.us