Global Interactive raises $550K via note

Q: What are the key terms of the Global Interactive (GITS) convertible note?

The note has $550,000 principal, a 9% annual interest rate, and a 12‑month maturity. It was issued with a $44,000 original issue discount, giving net proceeds of $506,000, and the company may prepay it subject to the note’s conditions.

Q: Does the Global Interactive financing include registration rights for FirstFire?

The purchase agreement grants FirstFire piggyback registration rights, allowing its securities to be included in certain future registration statements, subject to customary exceptions, potentially facilitating resale if the company later files qualifying registration documents.

Global Interactive Technologies, Inc. entered into a private placement with FirstFire Global Opportunities Fund, LLC for a convertible promissory note with an original principal of $550,000.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Global Interactive Technologies, Inc. entered into a private placement with FirstFire Global Opportunities Fund, LLC for a convertible promissory note with an original principal of $550,000. FirstFire purchased the note at an original issue discount of $44,000, providing net proceeds of $506,000 to the company.

The note bears 9% annual interest and matures 12 months after issuance, with the company allowed to prepay subject to its terms. If an event of default occurs and continues, the outstanding balance automatically increases to 125% of unpaid principal and accrued interest, plus an additional $5,000 added to principal on the first of each month until repayment.

Upon an event of default, FirstFire may convert the then-outstanding principal and interest into common stock at a price equal to 85% of the 15-day volume-weighted average price, a 15% discount to market. The agreement includes piggyback registration rights and the company relies on Section 4(a)(2) and Rule 506 of Regulation D for exemption from registration.

Insights

Global Interactive adds short-term convertible debt with default-driven equity conversion features.

Global Interactive Technologies raised $506,000 in net proceeds through a $550,000 convertible promissory note bearing 9% annual interest and maturing in 12 months. The structure provides near-term funding while concentrating repayment and refinancing risk at maturity.

If a default occurs and continues, the note balance automatically steps up to 125% of unpaid principal and interest, and the principal increases by $5,000 monthly. FirstFire may then convert at 85% of the 15-day VWAP, effectively a 15% discount to market, which can increase potential share issuance.

The filing describes customary events of default, covenants and remedies, plus piggyback registration rights. Actual impact on the company’s capital structure will depend on whether the note is repaid in cash or an event of default triggers equity conversion under these terms.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Convertible note principal: $550,000 Original issue discount: $44,000 Net proceeds: $506,000 +5 more

8 metrics

Convertible note principal $550,000 Original principal amount of the note

Original issue discount $44,000 Discount applied on note purchase

Net proceeds $506,000 Cash received by company from the financing

Interest rate 9% per annum Annual interest on the note

Maturity 12 months Time from issuance until note maturity

Default balance increase 125% Balance as percentage of unpaid principal and interest upon default

Monthly default penalty $5,000 Principal increase on first of each month after default

Conversion discount on default 15% Conversion at 85% of 15-day VWAP after default

Key Terms

Securities Purchase Agreement, convertible promissory note, original issue discount, piggyback registration rights, +2 more

6 terms

Securities Purchase Agreement financial

"closed a Securities Purchase Agreement (the “Purchase Agreement”) with FirstFire"

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.

convertible promissory note financial

"a private placement offering of a convertible promissory note in the original principal"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

original issue discount financial

"purchased the Note with an original issue discount of $44,000.00"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

piggyback registration rights financial

"The Purchase Agreement also provides FirstFire with piggyback registration rights"

A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"issued and sold pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act"

Rule 506 of Regulation D regulatory

"and/or Rule 506 of Regulation D promulgated thereunder, as transactions not involving"

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Global Interactive Technologies (GITS) announce in this 8-K?

Global Interactive Technologies entered a private placement for a convertible promissory note with $550,000 original principal from FirstFire Global Opportunities Fund. The transaction provides $506,000 in net proceeds and adds short-term funding under defined interest, maturity, default, and conversion terms.

What are the key terms of the Global Interactive (GITS) convertible note?

The note has $550,000 principal, a 9% annual interest rate, and a 12‑month maturity. It was issued with a $44,000 original issue discount, giving net proceeds of $506,000, and the company may prepay it subject to the note’s conditions.

How does the default conversion feature work for the GITS note with FirstFire?

If an event of default occurs and continues, FirstFire may convert outstanding principal and interest into Global Interactive common stock at 85% of the 15‑day volume‑weighted average price, effectively a 15% market discount, based on trading days before the conversion date.

What happens to Global Interactive’s note balance if a default continues?

Upon occurrence and continuation of an event of default, the note’s outstanding balance automatically increases to 125% of unpaid principal and accrued interest. Additionally, the principal balance increases by $5,000 on the first day of each month until the note is fully repaid.

What exemptions from registration does Global Interactive (GITS) rely on for this financing?

The company states that the note and any common shares issued upon conversion were offered and sold under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, treating them as transactions not involving a public offering.

Does the Global Interactive financing include registration rights for FirstFire?

The purchase agreement grants FirstFire piggyback registration rights, allowing its securities to be included in certain future registration statements, subject to customary exceptions, potentially facilitating resale if the company later files qualifying registration documents.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 04/28/2026 - 08:30 AM

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Global Interactive raises $550K via note

Rhea-AI Filing Summary

Positive

Negative