Global Interactive Technologies, Inc. Announces Pricing of $2.0 Million Private Placement with a Single Institutional Investor

Rhea-AI Summary

Global Interactive Technologies (NASDAQ:GITS) priced a $2.0 million private placement with a single institutional investor. The deal covers 1,092,896 common shares (or pre-funded warrants) plus 1,092,896 warrants at a combined price near $1.83.

Warrants become exercisable after six months, carry a $1.83 exercise price, and have a 5.5-year term. According to the company, the unregistered securities rely on Regulation D, with a registration rights agreement to register the shares and warrant shares with the SEC.

Positive

• Approximately $2.0 million gross proceeds from private placement financing
• Issuance of 1,092,896 warrants with 5.5-year term at $1.83
• Registration rights agreement to register shares and warrant shares with SEC

Negative

• Potential dilution from 1,092,896 new shares plus warrant coverage
• Securities initially unregistered; resale depends on SEC registration effectiveness
• Warrants create future share overhang once exercisable after six months

News Market Reaction – GITS

-10.08%

7 alerts

-10.08% Session close to close

-20.4% Trough in 25 hr 12 min

$8.74M Market Cap

0.1x Rel. Volume

In the Jun 25 session, GITS declined 10.08%, reflecting a significant negative market reaction. Argus tracked a trough of -20.4% from its starting point during tracking. Our momentum scanner triggered 7 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -10.1% in the session following this news. A negative reaction despite positive li...

Analysis

The stock dropped -10.1% in the session following this news. A negative reaction despite positive liquidity from $2.0 million in proceeds fits concerns over dilution at $1.83 and warrant overhang. Prior reliance on convertible and equity facilities highlights ongoing financing risk if commercialization lags.

Key Figures

Shares in private placement: 1,092,896 shares Investor warrants: 1,092,896 warrants Combined purchase price: $1.83 per share + warrant +5 more

8 metrics

Shares in private placement 1,092,896 shares Common stock (or pre-funded warrants) sold to a single institutional investor

Investor warrants 1,092,896 warrants Accompanying warrants issued with each share or pre-funded warrant

Combined purchase price $1.83 per share + warrant Minimum Price under Nasdaq Rule 5635(d) as of June 25, 2026

Pre-funded unit price $1.829 per pre-funded warrant + warrant Pricing for one pre-funded warrant and one accompanying warrant

Warrant exercise price $1.83 per share Exercise price for warrants issued in the private placement

Warrant term 5.5 years Warrants exercisable starting six months after issuance

Gross proceeds $2.0 million Expected gross proceeds from the private placement, before fees

Offering discount $1.83 vs. $2.37 Private placement price vs. latest reported share price in context data

Historical Context

5 past events · Latest: May 22 (Negative)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 22	Nasdaq delinquency notice	Negative	-3.4%	Nasdaq alert for missing 10-Q and continued 10-K delinquency, risking listing compliance.
Apr 17	Nasdaq delinquency letter	Negative	-9.0%	Nasdaq non-compliance letter over late 10-K filing and need for cure plan.
Mar 30	Equity facility secured	Neutral	-0.9%	Up to $18M strategic equity facility to provide on-demand capital for growth.
Feb 02	Music IP agreement	Positive	+5.8%	K-pop artist deal expanding proprietary music IP and distribution rights for MegaRace.
Jan 26	Theme song agreement	Positive	-5.9%	ATEEZ theme song agreement with full master ownership and global exploitation rights.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Regulatory/compliance setbacks have generally produced downside moves, while strategic and IP-related news has led to mixed price reactions.

Key Terms

securities purchase agreement, pre-funded warrants, registration rights agreement, section 4(a)(2), +1 more

5 terms

securities purchase agreement financial

"announced that it has entered into a securities purchase agreement with an institutional investor"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

pre-funded warrants financial

"1,092,896 shares of common stock (or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

registration rights agreement regulatory

"the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

section 4(a)(2) regulatory

"in reliance on an exemption from the registration requirement of the Securities Act of 1933... pursuant to Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEOUL, KR, June 25, 2026 (GLOBE NEWSWIRE) -- Global Interactive Technologies, Inc. (NASDAQ: GITS) (the "Company"), a digital media and technology company, today announced that it has entered into a securities purchase agreement with an institutional investor to purchase 1,092,896 shares of common stock (or pre-funded warrants in lieu thereof) and 1,092,896 accompanying warrants. The combined purchase price of one share of common stock and one accompanying warrant to purchase one share of common stock is $1.83, or the "Minimum Price," pursuant to Nasdaq Rule 5635(d) as of June 25, 2026. The combined purchase price of one pre-funded warrant and one accompanying warrant to purchase one share of common stock is $1.829. The warrants will be exercisable on the six-month anniversary of their issuance, have an exercise price of $1.83 per share and a term of 5.5 years.

The gross proceeds from the offering are expected to be approximately $2.0 million, before deducting commissions and expenses of the offering. The closing of the offering is expected to occur on or about June 26, 2026, subject to the satisfaction of customary closing conditions.

D. Boral Capital LLC is acting as exclusive placement agent for the offering.

The offer and sale of the foregoing securities is made in a private placement in reliance on an exemption from the registration requirement of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and applicable state securities laws. Accordingly, the securities offered in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirement of the Securities Act and such applicable state securities laws. Concurrently with the execution of the securities purchase agreement, the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") registering the common stock and shares of common stock underlying the warrants. Any offering of the Company's securities under the resale registration statement will only be made by means of a prospectus.

The foregoing securities have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the common stock, warrants and 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.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Global Interactive Technologies, Inc.

Global Interactive Technologies, Inc. is a digital media and technology company focused on fan engagement and fandom economy through its multi-platform ecosystem, including Faning, a global platform that connects K-pop and broader K-culture fans through shared interests, content, and community experiences. For more information, please visit the Company's website at www.gitechnologies.com.

Forward-Looking Statement

This press release contains "forward-looking statements." Although the forward-looking statements in this release reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by us in the reports filed with the Securities and Exchange Commission, including the risk factors that attempt to advise interested parties of the risks that may affect our business, financial condition, results of operation, and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.

Company Contact:

Global Interactive Technologies, Inc.
Taehoon Kim
tkc@gitechnologies.com

FAQ

What are the key terms of Global Interactive Technologies (NASDAQ:GITS) $2 million private placement on June 25, 2026?

Global Interactive Technologies priced a $2.0 million private placement with one institutional investor. According to the company, it covers 1,092,896 common shares or pre-funded warrants and 1,092,896 accompanying warrants, with a combined purchase price around $1.83 per unit, before commissions and expenses.

How many shares and warrants are included in the June 2026 GITS private placement?

The June 2026 financing includes 1,092,896 common shares (or pre-funded warrants) and 1,092,896 accompanying warrants. According to Global Interactive Technologies, each unit consists of one share or pre-funded warrant plus one warrant to purchase one additional share of common stock.

What is the exercise price and term of the warrants issued in the Global Interactive Technologies (GITS) private placement?

The warrants have a $1.83 per share exercise price and a 5.5-year term. According to Global Interactive Technologies, they become exercisable six months after issuance, providing holders the right to purchase additional common shares during that period.

When is the closing date for Global Interactive Technologies (NASDAQ:GITS) June 2026 private placement?

Closing is expected on or about June 26, 2026, subject to customary conditions. According to Global Interactive Technologies, D. Boral Capital is acting as exclusive placement agent for this private offering of common stock, pre-funded warrants, and accompanying warrants.

Is the June 2026 Global Interactive Technologies (GITS) private placement registered with the SEC?

The securities are not initially registered with the SEC and rely on exemptions. According to Global Interactive Technologies, resale in the United States requires an effective registration statement or a valid exemption under the Securities Act and applicable state securities laws.

What registration rights were granted in the June 2026 Global Interactive Technologies (GITS) financing?

Global Interactive Technologies agreed to file a registration statement covering the common shares and warrant shares. According to the company, any future offering under that resale registration statement will be made only by means of a prospectus filed with the SEC.