Univest Securities, LLC Announces Closing of $10 Million Registered Direct Offering for its Client GD Culture Group Limited (NASDAQ: GDC)

New York, Nov. 03, 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 1,436,253 shares of the common stock, par value $0.0001 per share (the “Shares”), and pre-funded warrants to purchase up to 1,876,103 shares of the common stock (the “Pre-funded Warrants”) at a purchase price of $3.019 per share for its client GD Culture Group Limited (NASDAQ: GDC) (“GDC” or the “Company”), a holding company currently conducting business through Shanghai Xianzhui Technology Co., Ltd. (“Shanghai Xianzhui”) and AI Catalysis Corp. (“AI Catalysis”). The purchase price for the Pre-funded Warrants was identical to the purchase price for Shares, less the exercise price of $0.001 per share.

The Company issued to the same investors warrants (the “Warrants”) to purchase up to 3,312,356 shares of common stock at an exercise price of $3.019 per share. The Warrants will have a 5-year term from the date of issuance.

The aggregate gross proceeds to the Company were approximately $10 million.

Univest Securities, LLC acted as the sole placement agent.

The Shares, the Pre-funded Warrants, and the Warrants have been registered and the 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.

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 (the “Company”) (Nasdaq: GDC), is a Nevada holding company currently conducting business through its subsidiaries, Shanghai Xianzhui Technology Co., Ltd. (“Shanghai Xianzhui”) and AI Catalysis Corp. (“AI Catalysis”). The company plans to enter into the livestreaming market with focus on e-commerce and livestreaming interactive games through its wholly owned U.S. subsidiary, AI Catalysis, a Nevada corporation incorporated in May 2023. The Company’s main businesses include AI-driven digital human technology, live-streaming e-commerce business and live streaming interactive game. For more information, please visit the Company's website at https://www.gdculturegroup.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