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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

GD Culture Group Limited
Tue, May 2, 2023 at 7:00 PM EDT·4 min read
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NEW YORK, May 02, 2023 (GLOBE NEWSWIRE) -- 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 [e-mail], or by calling [phone].

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.