{"filing":{"accession_number":"0001213900-26-071551","cik":"0001641398","ticker":"GDC","company_name":"GD Culture Group Ltd","form":"8-K","filing_date":"2026-06-24","report_date":null,"primary_document":"ea0295836-8k_gdculture.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1641398/000121390026071551/ea0295836-8k_gdculture.htm"},"events":[{"id":13584,"run_id":12067,"accession_number":"0001213900-26-071551","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"GD Culture Group entered into a securities purchase agreement on June 24, 2026 to issue approximately 259.3 million shares of common stock at $0.021 per share in a registered direct offering, raising approximately $5.45 million in gross proceeds. This represents substantial dilution to existing shareholders.","company_name":"GD Culture Group Ltd","ticker":"GDC","filing_date":"2026-06-24","form":"8-K","submitted_at":null,"items":[{"id":10758,"accession_number":"0001213900-26-071551","item_number":"1.01","item_title":"Entry into a Material","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"GD Culture Group entered into a securities purchase agreement on June 24, 2026 to issue 259,301,306 shares of common stock at $0.021 per share in a registered direct offering, raising approximately $5.45 million in gross proceeds. This is a registered direct offering of equity securities to institutional investors—a classic dilutive issuance. The massive share count (259+ million shares) at a very low price ($0.021) represents substantial dilution to existing shareholders and is material to investor assessment of the company's capital structure and equity value.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T21:02:02.602049+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10759,"accession_number":"0001213900-26-071551","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The Company announced a registered direct offering of approximately 259.3 million shares at $0.021 per share, raising approximately $5.45 million. This is a dilutive equity issuance to raise capital. While the Item 7.01 disclosure also references a Nasdaq minimum bid price deficiency notice (Exhibit 99.2), the primary disclosed action in Item 7.01 centers on the equity offering announcement, making dilutive_issuance the most salient classification. The delisting risk is a secondary disclosure in the same Item.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T21:02:02.602049+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":13585,"run_id":12067,"accession_number":"0001213900-26-071551","anchor_item_number":"8.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"GD Culture Group received a Nasdaq notification on June 22, 2026, that its stock failed to maintain the minimum $1.00 bid price for 30 consecutive business days, triggering a compliance deficiency under Nasdaq Listing Rule 5550(a)(2). The company has 180 calendar days until December 21, 2026, to regain compliance or face potential delisting.","company_name":"GD Culture Group Ltd","ticker":"GDC","filing_date":"2026-06-24","form":"8-K","submitted_at":null,"items":[{"id":10761,"accession_number":"0001213900-26-071551","item_number":"8.01","item_title":"Other Events.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"GD Culture Group received a Nasdaq notification on June 22, 2026, that its stock failed to maintain the minimum $1.00 bid price for 30 consecutive business days, triggering a compliance deficiency under Nasdaq Listing Rule 5550(a)(2). The company has 180 calendar days until December 21, 2026, to regain compliance or face potential delisting. This is a classic delisting-risk disclosure under Item 8.01, materially affecting investor assessment of the registrant's continued listing status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T21:02:02.602049+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":10758,"accession_number":"0001213900-26-071551","item_number":"1.01","item_title":"Entry into a Material","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"GD Culture Group entered into a securities purchase agreement on June 24, 2026 to issue 259,301,306 shares of common stock at $0.021 per share in a registered direct offering, raising approximately $5.45 million in gross proceeds. This is a registered direct offering of equity securities to institutional investors—a classic dilutive issuance. The massive share count (259+ million shares) at a very low price ($0.021) represents substantial dilution to existing shareholders and is material to investor assessment of the company's capital structure and equity value.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T21:02:02.602049+00:00","company_name":"GD Culture Group Ltd","ticker":"GDC","filing_date":"2026-06-24"},{"id":10759,"accession_number":"0001213900-26-071551","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The Company announced a registered direct offering of approximately 259.3 million shares at $0.021 per share, raising approximately $5.45 million. This is a dilutive equity issuance to raise capital. While the Item 7.01 disclosure also references a Nasdaq minimum bid price deficiency notice (Exhibit 99.2), the primary disclosed action in Item 7.01 centers on the equity offering announcement, making dilutive_issuance the most salient classification. The delisting risk is a secondary disclosure in the same Item.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T21:02:02.602049+00:00","company_name":"GD Culture Group Ltd","ticker":"GDC","filing_date":"2026-06-24"},{"id":10761,"accession_number":"0001213900-26-071551","item_number":"8.01","item_title":"Other Events.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"GD Culture Group received a Nasdaq notification on June 22, 2026, that its stock failed to maintain the minimum $1.00 bid price for 30 consecutive business days, triggering a compliance deficiency under Nasdaq Listing Rule 5550(a)(2). The company has 180 calendar days until December 21, 2026, to regain compliance or face potential delisting. This is a classic delisting-risk disclosure under Item 8.01, materially affecting investor assessment of the registrant's continued listing status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T21:02:02.602049+00:00","company_name":"GD Culture Group Ltd","ticker":"GDC","filing_date":"2026-06-24"}]}