GD Culture Group Ltd

Regulatory Filings • Jan 7, 2026

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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. ☐

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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 — 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	-

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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)

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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 — By:	/s/ Xiaojian Wang
Name:	Xiaojian Wang
Title:	Chief Executive Officer, President and Chairman of the Board

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