GD Culture Group Limited filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

 

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): December 31, 2025

 

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 Number)		(IRS Employer Identification No.)

 

111 Town Square Place, Suite #1203

Jersey City, NJ 07310

(Address of principal executive offices) (Zip code)

 

+1-347-2590292

(Registrant’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 5.07 Submission of Matters to a Vote of Security Holders.

 

On December 31, 2025, GD Culture Group Limited (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”) at 1:00 p.m., Eastern Time, to be held at the principal office of the Company located at 111 Town Square Place, Suite #1203, Jersey City, NJ 07310. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 47,417,124 shares of the common stock, representing approximately 82.72% of the 57,318,111 shares of common stock issued and outstanding as of the record date of December 1, 2025, and therefore constituting a quorum. At the Annual Meeting, the following proposals were voted on:

 

Proposal One

BE IT RESOLVED, THAT   To elect five directors to serve on the Company’s Board of Directors (the “Board”) until the next annual meeting of stockholders or until their successors are elected and qualified;

 

Nominees		Votes Cast For				Votes Against				Votes Abstained/ Withheld				Broker Non-Votes
Xiao Jian Wang			47,417,124				0				0				-
Zihao Zhao			47,417,124				0				0				-
Lei Zhang			47,416,633				491				0				-
Yun Zhang			47,416,633				491				0				-
Shuaiheng Zhang			47,416,340				784				0				-

 

Proposal Two

BE IT RESOLVED, THAT,   To ratify the selection by the audit committee of the Board of HTL International, LLC (“HTL”) to serve as our independent registered public accounting firm for the year ending December 31, 2025;

 

For		Against		Abstain		Broker Non-Votes
47,417,124		0		0		-

 

Proposal Three

BE IT RESOLVED, THAT,   To approve and adopt the 2025 Equity Incentive Plan of the Company (the “Plan”), in the form annex to as Annex A of the proxy statements;

 

For		Against		Abstain		Broker Non-Votes
47,416,340		784		0		-

 

 

Proposal Four

BE IT RESOLVED, THAT,   To approve 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 approval of this resolution;

 

For		Against		Abstain		Broker Non-Votes
47,417,124		0		0		-

 

Proposal Five

BE IT RESOLVED, THAT,   To approve a Certificate of Amendment to the Company’s Articles of Incorporation, substantially in the form presented to the stockholders and attached as Annex B of the proxy statements;

 

For		Against		Abstain		Broker Non-Votes
47,417,124		0		0		-

 

Proposal Six

BE IT RESOLVED, THAT,   To approve the issuance of more than an aggregate of 19.99% of the issued and outstanding Common Stock in connection with certain Securities Purchase Agreements, dated May 2, 2025, by and between the Company and each purchaser identified on the signature pages thereto, for purposes of complying with Nasdaq Listing Rule 5635(d);

 

For		Against		Abstain		Broker Non-Votes
47,417,124		0		0		-

 

Proposal Seven

BE IT RESOLVED, THAT,   To authorize the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals.

 

For		Against		Abstain		Broker Non-Votes
47,416,831		293		0		-

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description of Exhibit
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: January 7, 2026	By:	/s/ Xiaojian Wang
	Name:	Xiaojian Wang
	Title:	Chief Executive Officer, President and Chairman of the Board