Form 8-K

8-K — GD Culture Group Ltd

Accession: 0001213900-26-073137

Filed: 2026-06-29

Period: 2026-06-25

CIK: 0001641398

SIC: 5050 (WHOLESALE-METALS, MINERALS (NO PETROLEUM))

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0296350-8k_gdculture.htm (Primary)

EX-3.1 — CERTIFICATE OF CHANGE FILED WITH THE SECRETARY OF STATE OF NEVADA (ea029635001ex3-1.htm)

EX-99.1 — PRESS RELEASE - GD CULTURE GROUP LIMITED ANNOUNCES 1-FOR-250 REVERSE STOCK SPLIT EFFECTIVE JUNE 29, 2026 (ea029635001ex99-1.htm)

GRAPHIC (ea029635001_ex3-1img1.jpg)

GRAPHIC (ea029635001_ex3-1img2.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0296350-8k_gdculture.htm · Sequence: 1

false

--12-31

0001641398

2026-06-25

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

June 25, 2026

GD Culture Group Limited

(Exact name of Company as specified in charter)

Nevada

001-37513

47-3709051

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

111 Town Square Place, Suite #1203

Jersey City, NJ 07310

(Address of Principal Executive Offices) (Zip

code)

+1-347- 2590292

(Company’s Telephone number, including

area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction

A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001

GDC

Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

Effective as of June 29, 2026 (the “Effective

Date”), pursuant to a Certificate of Change Pursuant to Section 78.209 of the Nevada Revised Statutes (“NRS”) GD Culture

Group Limited, a Nevada corporation (the “Company”) filed with the Secretary of State of Nevada on June 18, 2026, at which

time a 1-for-250 reverse stock split of the Company’s authorized shares of common stock, par value $0.0001 per share (the “Common

Stock”) and shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), accompanied by a corresponding

decrease in the Company’s issued and outstanding shares of Common Stock and Preferred Stock (the “Reverse Stock Split”),

was effected.

Pursuant to Section 78.207 of the NRS, and pursuant

to the Articles of Incorporation of the Company, on June 16, 2026 by unanimous written consent, the board of directors of the Company

(the “Board”) authorized the Reverse Stock Split. Pursuant to Section 78.209 of the NRS, the Board may take action to effect

the Reverse Stock Split by filing a Certificate of Change with the Secretary of State of Nevada. As previously disclosed, on December

31, 2025 the Company held its 2025 annual meeting of stockholders, during which the stockholders of the Company approved a reverse stock

split of the authorized and unauthorized capital stock of the Company, at a ratio ranging between 1-for-2 and 1-for-250, with the exact

ratio to be determined by the Board in its sole discretion, to be effected at any time prior to the one-year anniversary of the date of

such stockholders’ approval.

The Reverse Stock Split became effective for trading

purposes at the market opening on June 29, 2026, at which time the Company’s Common Stock began trading on the Nasdaq Capital Market

on a split-adjusted basis under the symbol “GDC.” The new CUSIP number for the Company’s Common Stock post-Reverse Stock

Split is 19200A303.

The Company has rounded up to the next full share

of the Company’s Common Stock any fractional shares resulting from the Reverse Stock Split. Accordingly, this adjustment reduced

the total number of issued and outstanding shares of the Company’s Common Stock from approximately 1.04 billion to approximately

4.16 million, plus any shares to be issued in exchange for fractional interests.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On June 25, 2026, the Company issued a press release

with respect to the transactions described above. The text of the press release is furnished as Exhibit 99.1 and incorporated herein by

reference.

The information in this Item 7.01 of this Current

Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section

18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference

in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except

as shall be expressly set forth by specific reference to this Form 8-K in such filing.

The information contained in this Report on Form

8-K of the Company are hereby incorporated by reference into the Company’s Registration Statement on Form S-3 (File No. 333-292934).

Forward-Looking Statements

All statements included in this Current Report

on Form 8-K, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements

are based on our current expectations, estimates and projections about our industry, management’s beliefs, and certain assumptions

made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,”

“expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,”

“estimates,” “may,” “will,” “should,” “would,” “could,” “potential,”

“continue,” “ongoing,” similar expressions, and variations or negatives of these words. These forward-looking

statements are not guarantees of future results and are subject to factors, risks, uncertainties and assumptions that could cause our

actual results to differ materially and adversely from those expressed in any forward-looking statement, including (but not limited to):

the risk that the board may reject the proposal; the risk that any special committee, if formed, may determine not to pursue the proposal;

the risk that the consortium may amend, modify, revise or withdraw the proposal; the risk that no definitive agreement will be executed;

the risk that financing may not be obtained; the risk that required regulatory, shareholder or other approvals may not be obtained; changes

in market conditions; changes in the Company’s capitalization; and other risks described in the Company’s filings with the

Securities and Exchange Commission. The forward-looking statements included in this Current Report on Form 8-K speak only as of the date

hereof. Additional discussions of factors affecting the Company’s business and prospects are reflected under the caption “Risk

Factors” and in other sections of the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended December

31, 2025, and other filings made with the SEC. The Company expressly disclaims any intent or obligation to update any forward-looking

statements, whether written or oral, that may be made from time to time by or on behalf of the Company or its subsidiaries, whether as

a result of new information, changed circumstances or future events, or for any other reason.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibits

Number

Description

3.1

Certificate

of Change filed with the Secretary of State of Nevada

99.1

Press Release - GD Culture

Group Limited Announces 1-for-250 Reverse Stock Split Effective June 29, 2026

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

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 29, 2026

By:

/s/ Xiao Jian Wang

Name:

Xiao Jian Wang

Title:

Chief Executive Officer, President and

Chairman of the Board of Directors

EX-3.1 — CERTIFICATE OF CHANGE FILED WITH THE SECRETARY OF STATE OF NEVADA

EX-3.1

Filename: ea029635001ex3-1.htm · Sequence: 2

Exhibit 3.1

EX-99.1 — PRESS RELEASE - GD CULTURE GROUP LIMITED ANNOUNCES 1-FOR-250 REVERSE STOCK SPLIT EFFECTIVE JUNE 29, 2026

EX-99.1

Filename: ea029635001ex99-1.htm · Sequence: 3

Exhibit 99.1

GD Culture Group Limited Announces 1-for-250 Reverse Stock Split

Effective June 29, 2026

JERSEY CITY, N.J., June 25, 2026 (GLOBE NEWSWIRE)

-- GD Culture Group Limited (Nasdaq: GDC) (the “Company” or “GDC”) today announced that it will effect a reverse

stock split of its issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”) on a one-for-two

hundred fifty basis (the “Reverse Stock Split”). The Company’s Common Stock will begin trading on a post-split basis

when the market opens on June 29, 2026. The Company’s Common Stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”)

under the symbol “GDC” under a new CUSIP number 19200A303.

The Reverse Stock Split is being implemented pursuant

to a resolution of the Board of Directors of GDC on June 16, 2026.

As a result of the Reverse Stock Split, each two

hundred fifty (250) pre-split shares of Common Stock will be combined into one (1) share of Common Stock, automatically and without any

action by stockholders, without any change in the par value per share. After giving effect to the Reverse Stock Split, the

Company’s issued and outstanding shares of Common Stock will be reduced from 1.04 billion to approximately 4.16 million, plus any

shares to be issued in exchange for fractional interests.

No fractional shares will be issued as a result

of the Reverse Stock Split. Stockholders who would be entitled to a fractional share as a result of the Reverse Stock Split shall have

their entitlement rounded up to the nearest whole share. The Reverse Stock Split affects all stockholders uniformly and will not alter

any stockholder’s percentage interest in the Company’s outstanding shares of Common Stock, except for adjustments that may result from

the rounding up of fractional shares.

The Company’s transfer agent, Transhare

Corporation, will act as the exchange agent. Adjustments made to the Common Stock represented by physical stock certificates can be made

upon surrender of the certificate to the transfer agent. Please contact Transhare Corporation for further information at (303) 662-1112.

About GD Culture Group Limited

GD Culture Group Limited is a Nevada corporation

and holding company. The Company is currently undergoing a strategic transition toward leveraging its artificial intelligence and virtual

content generation technologies to enter the interactive reading and narrative entertainment market. The Company’s main businesses

include AI-driven digital human technology. For more information, please visit the Company’s website at https://www.gdculturegroup.com/.

Forward-Looking Statements

This communication contains “forward-looking

statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking

statements include all statements that are not historical facts. Such statements may be, but need not be, identified by words such as

“may,” “believe,” “anticipate,” “could,” “should,” “intend,” “plan,”

“will,” “aim(s),” “can,” “would,” “expect(s),” “estimate(s),” “project(s),”

“forecast(s),” “positioned,” “approximately,” “potential,” “goal,” “strategy,”

“outlook” and similar expressions. Examples of forward-looking statements include, among other things, statements regarding

assembly and distribution capabilities, decentralized production, and fully digitalized autonomous driving solutions. All such forward-looking

statements are based on management’s current beliefs, expectations and assumptions, and are subject to risks, uncertainties and other

factors that could cause actual results to differ materially from the results expressed or implied in this communication. For additional

risks and uncertainties that could impact the Company’s forward-looking statements, please see disclosures contained in the Company’s

public filings with the SEC, including the “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities

and Exchange Commission on March 27, 2026 and subsequent Quarterly Reports on Form 10-Q that the Company has filed or may file with the

SEC, which may be viewed at www.sec.gov.

For more information, please contact:

GD Culture Group Limited

Investor Relations Department

Email: ir@gdculturegroup.com

Ascent Investor Relations LLC

Tina Xiao

Phone: +1-646-932-7242

Email: investors@ascent-ir.com

GRAPHIC

Filename: ea029635001_ex3-1img1.jpg · Sequence: 4

Binary file (247712 bytes)

Download ea029635001_ex3-1img1.jpg

GRAPHIC

Filename: ea029635001_ex3-1img2.jpg · Sequence: 5

Binary file (614391 bytes)

Download ea029635001_ex3-1img2.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 10

v3.26.1

Cover

Jun. 25, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 25, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

001-37513

Entity Registrant Name

GD Culture Group Limited

Entity Central Index Key

0001641398

Entity Tax Identification Number

47-3709051

Entity Incorporation, State or Country Code

Entity Address, Address Line One

111 Town Square Place, Suite #1203

Entity Address, City or Town

Jersey City

Entity Address, State or Province

Entity Address, Postal Zip Code

07310

City Area Code

347

Local Phone Number

2590292

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.0001

Trading Symbol

GDC

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration