GD Culture Group And Subsidiary AI Catalysis Announce $5.5M Private Placement Including 1.1M Common Shares At $0.524 And 9.38M Pre-Funded Warrants At $0.523

GD Culture Group Limited ("GDC" or the "Company") (NASDAQ:GDC), and its subsidiary, AI Catalysis Corp. ("AI Catalysis"), today announced the signing of private placement (the "Offering") on May 2, 2025 with several purchasers for the purchase an aggregate of 1,115,600 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") at a purchase price of $0.524 per share in the Offering, and pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 9,380,582 shares of Common Stock at a purchase price of $0.523 per Pre-Funded Warrant in the Offering. The Pre-Funded Warrants are first exercisable the date on which the Company obtains stockholder approval approving the exercise of the Pre-Funded Warrants.

The aggregate gross proceeds to the Company are expected to be approximately $5.5 million.

The Company intends to use the net proceeds from the Offering for working capital purposes.

Univest Securities, LLC is acting as the sole placement agent.