Univest Securities, LLC Announces Closing of $9.55 Million Registered Direct Offering and Private Placement for its Client GD Culture Group Limited (NASDAQ: GDC)
05 May 2023 - 6:10AM
Univest Securities, LLC (“Univest”), a member of FINRA and SIPC,
and a full-service investment bank and securities broker-dealer
firm based in New York, today announced the closing of registered
direct offering (the “Offering”) of (i) 310,168 common stock priced
at $8.27 per share, with pre-funded warrants exercisable for
844,351 shares with respect to the registered direct offering, and
(ii) warrants exercisable for 1,154,519 shares with respect to the
private placement for its client GD Culture Group Limited (NASDAQ:
GDC) (“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”).
Under the terms of the securities purchase
agreement, the Company has agreed to sell to the institutional
investors a total of 310,168 shares priced at $8.27 per share, with
pre-funded warrants exercisable for 844,351 shares and warrants
exercisable for 1,154,519 shares. The purchase price of each
pre-funded warrant is equal to the price per share, minus $0.0001,
and the remaining exercise price of each pre-funded warrant will
equal $0.0001 per share. The pre-funded warrants will be
immediately exercisable and may be exercised at any time until all
of the pre-funded warrants are exercised in full. The warrants will
be immediately exercisable, will expire five (5) years from the
original issuance date and will have an exercise price of $8.27 per
share.
The aggregate gross proceeds to the Company of
both transactions were approximately $9.55 million.
Univest Securities, LLC acted as the sole
placement agent.
The registered direct offering was 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 were filed with the SEC and are 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, by contacting Univest Securities, LLC at
info@univest.us, or by calling +1 (212) 343-8888.
The offer and sale of the warrants in the
private placement were made in a transaction not involving a public
offering and were not registered under the Securities Act of 1933,
as amended (the "Securities Act"), or applicable state securities
laws. Accordingly, the warrants and the underlying shares of common
stock may not be reoffered or resold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act
and such applicable state securities laws. The securities were
offered only to accredited investors. The Company agreed to file
one or more registration statements with the SEC covering the
resale of the shares of common stock issuable upon exercise of the
warrants.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor will there be
any sales of such securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction.
Copies of the prospectus supplement relating to the registered
direct offering, together with the accompanying base prospectus,
can be obtained at the SEC's website at www.sec.gov.
About Univest Securities,
LLC
Registered with FINRA since 1994, Univest
Securities, LLC provides a wide variety of financial services to
its institutional and retail clients globally including brokerage
and execution services, sales and trading, market making,
investment banking and advisory, wealth management. It strives to
provide clients with value-add service and focuses on building
long-term relationship with its clients. For more information,
please visit: www.univest.us.
About GD Culture Group
Limited
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) is a
holding company currently conducting business through Shanghai
Highlight Media Co., Ltd. (“Highlight Media”). Highlight Media,
founded in 2016, is an integrated marketing service agency,
focusing on serving businesses in China in connection with brand
management, image building, public relations, social media
management and event planning. For more information, please visit
the Company's website at: visit http://en.ccnctech.com/.
Forward-Looking Statements
This press release contains forward-looking
statements as defined by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events or
performance, and underlying assumptions and other statements that
are other than statements of historical facts. When the Company
uses words such as “may, “will, “intend,” “should,” “believe,”
“expect,” “anticipate,” “project,” “estimate” or similar
expressions that do not relate solely to historical matters, it is
making forward-looking statements. Forward-looking statements are
not guarantees of future performance and involve risks and
uncertainties that may cause the actual results to differ
materially from the Company’s expectations discussed in the
forward-looking statements. These statements are subject to
uncertainties and risks including, but not limited to, the
uncertainties related to market conditions and the completion of
the initial public offering on the anticipated terms or at all, and
other factors discussed in the “Risk Factors” section of the
registration statement filed with the SEC. For these reasons, among
others, investors are cautioned not to place undue reliance upon
any forward-looking statements in this press release. Additional
factors are discussed in the Company’s filings with the SEC, which
are available for review at www.sec.gov. Univest Securities LLC and
the Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that
arise after the date hereof.
For more information, please contact:
Univest Securities, LLC
Edric Guo
Chief Executive Officer
75 Rockefeller Plaza, Suite 18C
New York, NY 10019
Phone: (212) 343-8888
Email: info@univest.us
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