{"url_path":"/sec/gdc/8-k/2026-06-29/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1641398/0001213900-26-073137-index.html","accession_number":"0001213900-26-073137","cik":"0001641398","ticker":"GDC","issuer_name":"GD Culture Group Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1641398/0001213900-26-073137-index.html","primary_entity_key":"0001641398","primary_entity_name":"GD Culture Group Ltd"},"word_count":386,"has_tables":true,"body_markdown":"**Item 5.03 Amendments to Articles of Incorporation\nor Bylaws; Change in Fiscal Year.**\n\n \n\nEffective as of June 29, 2026 (the “Effective\nDate”), pursuant to a Certificate of Change Pursuant to Section 78.209 of the Nevada Revised Statutes (“NRS”) GD Culture\nGroup Limited, a Nevada corporation (the “Company”) filed with the Secretary of State of Nevada on June 18, 2026, at which\ntime a 1-for-250 reverse stock split of the Company’s authorized shares of common stock, par value $0.0001 per share (the “Common\nStock”) and shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), accompanied by a corresponding\ndecrease in the Company’s issued and outstanding shares of Common Stock and Preferred Stock (the “Reverse Stock Split”),\nwas effected.\n\n \n\nPursuant to Section 78.207 of the NRS, and pursuant\nto the Articles of Incorporation of the Company, on June 16, 2026 by unanimous written consent, the board of directors of the Company\n(the “Board”) authorized the Reverse Stock Split. Pursuant to Section 78.209 of the NRS, the Board may take action to effect\nthe Reverse Stock Split by filing a Certificate of Change with the Secretary of State of Nevada. As previously disclosed, on December\n31, 2025 the Company held its 2025 annual meeting of stockholders, during which the stockholders of the Company approved a reverse stock\nsplit 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\nratio 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\nsuch stockholders’ approval.\n\n \n\nThe Reverse Stock Split became effective for trading\npurposes at the market opening on June 29, 2026, at which time the Company’s Common Stock began trading on the Nasdaq Capital Market\non a split-adjusted basis under the symbol “GDC.” The new CUSIP number for the Company’s Common Stock post-Reverse Stock\nSplit is 19200A303.\n\n \n\nThe Company has rounded up to the next full share\nof the Company’s Common Stock any fractional shares resulting from the Reverse Stock Split. Accordingly, this adjustment reduced\nthe total number of issued and outstanding shares of the Company’s Common Stock from approximately 1.04 billion to approximately\n4.16 million, plus any shares to be issued in exchange for fractional interests.\n\n \n\n**Section 7 – Regulation FD**"}