Business
GD Culture Group Limited Announces $11.55 Million Registered Direct Priced At-the-Market Under Nasdaq Rules and Private Placement
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
About this update from Gd Culture Group Limited
[{"type":"text","content":"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 had entered into a definitive agreement with several investors for the purchase and sale of an aggregate of 465,252 shares of the Company’s common stock, par value $0.0001 per share, and pre-funded warrants to purchase up to 931,104 shares of the Company’s common stock at a purchase price of $8.27 per share in a registered direct offering priced at-the-market under Nasdaq rules. The purchase price for the pre-funded warrants is identical to the purchase price for shares, less the exercise price of $0.001 per share. In a concurrent private placement, the Company also agreed to issue to the same investors warrants to purchase up to 1,396,356 shares of common stock at an exercise price of $8.27 per share. The warrants will have a 5-year term from the date of issuance. The aggregate gross proceeds to the Company of both transactions are expected to be approximately $11.55 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 [email protected], or by calling +1 (212) 343-8888. 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 underl...