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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): May 21, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
May 21, 2026, Global Interactive Technologies, Inc. (the “Company”)
received a delinquency compliance alert notice (the “Notice”) from the Staff of the Listing Qualifications Department
(the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that
due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the
“Q1 2026 10-Q”) with the Securities and Exchange Commission (the “SEC”), the
Company is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”),
which requires the timely filing of all required periodic financial reports with the SEC.
As
previously reported, on April 17, 2026, Nasdaq notified the Company
that it no longer complied with the Rule as it had not yet filed its Annual Report on Form 10-K (“Form 10-K”)
for the period ended December 31, 2025 (“Initial Delinquent Filing”). As of the receipt of the Notice,
the Company’s Form 10-K had not been filed with the SEC. As a result, any additional Staff exception to allow the Company to
regain compliance with all delinquent filings is limited to a maximum of 180 calendar days from the due date of the Initial Delinquent
Filing, or October 12, 2026. Additionally, the Company must submit an update by no later than June 22, 2026 to its original plan
to regain compliance with respect to the filing requirement. The Company intends to submit an update to its plan of compliance to Nasdaq
no later than June 22, 2026.
On
May 22, 2026, the Company issued a press release announcing the Company’s receipt of the Notice. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking
Statements
Certain
statements made in this Form 8-K constitute forward-looking statements within the meaning of the federal securities laws. All statements
contained in this report that do not relate to matters of historical fact should be considered forward-looking statements. For example,
forward-looking statements include, without limitation, statements regarding the Company’s anticipated submission of its update
to its original plan of compliance. These forward-looking statements are based on management’s current expectations. These statements
are neither promises nor guarantees and are subject to risks described from time to time in the Company’s periodic filings with
the SEC. The forward-looking statements included in this report are made only as of the date of this Form 8-K, and, unless otherwise
required by applicable law, the Company assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation
to do so, whether as a result of new information, future events or otherwise.
Item
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release |
| 104 |
|
Cover
Page Interactive Data (embedded within the Inline XBRL document) |
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:
May 22, 2026 |
Name: |
Taehoon
Kim |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Global
Interactive Technologies, Inc. Announces Receipt of a Delinquency Compliance Alert Notice from Nasdaq
Seoul,
Republic of South Korea, May 22, 2026 (EIN PRESSWIRE) – Global Interactive Technologies, Inc. (NASDAQ: GITS) (the “Company”),
today announced that, on May 21, 2026, it received a delinquency compliance alert notice from the Listing Qualifications Department of
The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that due to the Company’s failure to timely file its Quarterly
Report on Form 10-Q for the period ended March 31, 2026 and because the Company remains delinquent in filing its Form 10-K for the year
ended December 31, 2025 (the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”), the Company
is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1), which requires the timely
filing of all required periodic reports with the SEC.
As of the receipt of the delinquency
compliance alert notice on May 21, 2026, the Company’s Form 10-K had not been filed with the SEC.
As a result, any additional Staff exception to allow the Company to regain compliance with all delinquent filings is limited to a
maximum of 180 calendar days from the due date of the Form 10-K, or October 12, 2026. Additionally, the Company must submit an
update by no later than June 22, 2026 to its original plan to regain compliance with respect to the filing requirement. The Company
intends to submit an update to its plan of compliance to Nasdaq no later than June 22, 2026.
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
Statements
This
press release contains forward-looking statements as defined under Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, formulated in accordance with the ‘safe harbor’ provisions of the Private Securities Litigation Reform
Act of 1995. These statements, reflecting the Company’s beliefs about its future compliance with Nasdaq listing standards, including
its anticipated submission of an update of its plan of compliance to Nasdaq, employ terms like ‘believes,’ ‘estimates,’
‘anticipates,’ ‘expects,’ ‘plans,’ ‘projects,’ ‘intends,’ ‘potential,’
‘target,’ ‘aim,’ ‘predict,’ ‘outlook,’ ‘seek,’ ‘goal,’ ‘objective,’
‘assume,’ ‘contemplate,’ ‘continue,’ ‘positioned,’ ‘forecast,’ ‘likely,’
‘may,’ ‘could,’ ‘might,’ ‘will,’ ‘should,’ ‘approximately,’ and
similar expressions to convey the uncertainty of future events or outcomes. These forward-looking statements are based on the Company’s
current expectations, assumptions, and projections. Additionally, these statements are subject to a multitude of known and unknown risks,
uncertainties, and other variables that could significantly diverge the Company’s actual results from those depicted in any forward-looking
statement. Because of these and other risks, uncertainties and assumptions, undue reliance should not be placed on these forward-looking
statements. In addition, these statements speak only as of the date of this press release and, except as may be required by law, the
Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
Company
Contact:
Global
Interactive Technologies, Inc.
Taehoon
Kim
tkc@gitechnologies.com
Investor
Contact:
Global
Interactive Technologies, Inc.
Taehoon
Kim
tkc@gitechnologies.com