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HTFL’s Client Univest Securities, LLC Successfully Closed GD Culture Group Limited’s Registered Direct Offering

November 9, 2023

Ying Li

Joan Wu

GD Culture Group Limited (NASDAQ: GDC, the “Company”), a holding company currently conducting business through Shanghai Xianzhui Technology Co., Ltd. and AI Catalysis Corp, on November 3, 2023, announced the closing of its registered direct offering of 1,436,253 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), and pre-funded warrants to purchase up to 1,876,103 shares of the Company’s common stock (the “Pre-funded Warrants”) at a purchase price of $3.019 per share. The purchase price for the Pre-funded Warrants was identical to the purchase price for Shares, less the exercise price of $0.001 per share. The Company issued to the same investors warrants (the “Warrants”) to purchase up to 3,312,356 shares of common stock at an exercise price of $3.019 per share. The Warrants have a 5-year term from the date of issuance.

The aggregate gross proceeds to the Company were approximately $10 million.

Univest Securities, LLC acted as the sole placement agent; Hunter Taubman Fischer & Li LLC (“HTFL”) acted as counsel to the placement agent. HTFL is a boutique law firm specializing in securities transactions, corporate, commercial, and cross-border financing, immigration, and taxation. Our team of lawyers works together so our clients can benefit from astute business experience and sophisticated legal solutions.