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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): April 22, 2026
GLOBAL
INTERACTIVE TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41763 |
|
88-1368281 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
| 160,
Yeouiseo-ro, Yeongdeungpo-gu |
|
|
| Seoul,
Republic of Korea |
|
07231 |
| (Address of principal
executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: +82-2-2564-8588
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
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
$0.001 per share |
|
GITS |
|
The Nasdaq Stock Market
LLC |
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
1.01. Entry into a Material Definitive Agreement.
On
April 22, 2026, Global Interactive Technologies, Inc. (the “Company”) closed a Securities Purchase Agreement (the “Purchase
Agreement”) with FirstFire Global Opportunities Fund, LLC (“FirstFire”), in connection with a private placement offering
of a convertible promissory note in the original principal amount of $550,000.00 (the “Note”).
Pursuant
to the Purchase Agreement, FirstFire purchased the Note with an original issue discount of $44,000.00 and net proceeds to the Company
of $506,000.00.
The
Note bears interest at 9% per annum and matures 12 months after issuance. The Note is subject to a default penalty that increases the
principal amount by 25% and includes customary events of default, covenants and remedies. The Note permits full prepayment by the Company,
subject to the terms set forth in the Note.
If
an event of default occurs under the Note, FirstFire may, on any calendar day, at any time on or following the date that the event of
default occurs, elect to convert the then-outstanding principal amount and interest into shares of the Company’s common stock at
a conversion price equal to 85% of the volume-weighted average price of the Company’s common stock during the fifteen (15) trading
day period ending on the latest complete trading day prior to the applicable conversion date, representing a 15% discount to market price.
Upon the occurrence and continuation of an event of default, the outstanding balance of the Note is automatically increased to 125% of
the sum of unpaid principal and accrued interest. In addition, the principal balance of the Note shall increase by $5,000.00 on the 1st
of each calendar month after the date of the occurrence of an event of default until the Note is repaid in the entirety.
The
Purchase Agreement also provides FirstFire with piggyback registration rights at any time on or after closing, subject to customary exceptions.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Note constitutes a
direct financial obligation of the Company.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 above is incorporated herein by reference into this Item 3.02. The Note and any shares of common stock
issued upon conversion thereof were issued and sold pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933 and/or Rule 506 of Regulation D promulgated thereunder, as transactions not involving a public offering.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
Exhibit
Number |
|
Description |
| 10.1 |
|
Securities Purchase Agreement, dated April 22, 2026, by and between the Company and FirstFire Global Opportunities Fund, LLC |
| 10.2 |
|
Convertible Promissory Note, dated April 22, 2026, by and between the Company and FirstFire Global Opportunities Fund, LLC. |
| 104 |
|
Cover Page Interactive
Data File (formatted as inline XBRL) |
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.
| |
Global Interactive Technologies, Inc. |
| |
|
|
| |
By: |
/s/ Taehoon
Kim |
| Date:
April 28, 2026 |
Name: |
Taehoon Kim |
| |
Title: |
Chief Executive Officer |
