GD Culture Group Limited, a Nevada corporation (NASDAQ:GDC) (the "Company" or "GDC"), today announced that it has entered into definitive agreements with certain investors for the purchase and sale of 259,301,306 shares of common stock, par value $0.0001 per share (the "Shares"), at a purchase price of $0.021 per share in a registered direct offering (the "Offering") priced at-the-market under Nasdaq rules.

The gross proceeds to the Company of this offering are expected to be approximately $5.45 million. The transaction is expected to close on or about June 24, 2026, subject to the satisfaction of customary closing conditions.