UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On June 22, 2023, GD Culture Group Limited (the “Company”) entered into a software purchase agreement (the “Agreement”) with Northeast Management LLC, a seller unaffiliated with the Company (the “Seller”). Pursuant to the Agreement, the Company agreed to purchase and the Seller agreed to sell all of Seller’s right, title, and interest in and to the certain software. The purchase price of the software shall be $750,000, payable in the form of issuance of 187,500 shares of common stock of the Company (the “Shares”), valued at $4.00 per share. The Company plans to use the software to develop video games.
On June 26, 2023, the Company issued the Shares to the Seller’s designees and the transaction was completed.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit 10.1 hereto.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 10.1 | Software Purchase Agreement, dated June 22, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GD CULTURE GROUP LIMITED | ||
| Date: June 27, 2023 | By: | /s/ Xiao Jian Wang |
| Name: | Xiao Jian Wang | |
| Title: | Chief Executive Officer, President and Chairman of the Board | |
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