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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): June 25, 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.
Securities
Purchase Agreement
On
June 25, 2026, Global Interactive Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement
(the “Securities Purchase Agreement”) with the purchaser named therein (the “PIPE Investor”)
for the purpose of raising approximately $2,000,000 in aggregate gross proceeds for the Company before deducting placement agent fees
and other expenses payable by the Company. Pursuant to the terms of the Securities Purchase Agreement, the Company agreed to issue and
sell to the PIPE Investor in a private placement (the “Private Placement”) (i) pre-funded warrants to purchase
up to 1,092,896 shares of Common Stock (the “Pre-Funded Warrants”), and (ii) Common Stock purchase warrants
(the “Common Stock Warrants”) to purchase up to 1,092,896 shares (the “Common Stock Warrant Shares”)
of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of
$1.829 per Pre-Funded Warrant to purchase one share of Common Stock and accompanying Common Stock Warrant to purchase one share of Common
Stock. Each Pre-Funded Warrant is exercisable for one share of the Common Stock. The Pre-Funded Warrants have an exercise price of $0.001
per share of Common Stock, are immediately exercisable, and may be exercised at any time until exercised in full. The Common Stock Warrants
are exercisable commencing on the six (6) month anniversary of the issuance date at an exercise price of $1.83 per Common Stock Warrant
Share, subject to adjustment, and will expire five and one-half (5.5) years from the Closing Date (as such term is defined below).
Pursuant
to the Securities Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue, or announce the issuance
or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as such term is defined in the Securities Purchase Agreement)
until thirty (30) days after the effective date of the registration statement to be filed pursuant to the Registration Rights Agreement
discussed below (the “Effective Date”). In addition, the Company agreed to not enter into a Variable Rate Transaction
(as defined in the Securities Purchase Agreement) until ninety (90) days following the Effective Date, subject to certain exceptions
as set forth in the Securities Purchase Agreement.
The
Private Placement closed on June 29, 2026 (the “Closing Date”). The aggregate gross proceeds to the Company
from the Private Placement were approximately $2,000,000, before deducting the placement agent’s fee and offering expenses payable
by the Company. The Company intends to use the net proceeds from the Private Placement (i) to repay amounts owed under the Company’s
Convertible Promissory Note held by FirstFire Global Opportunities Fund, LLC and (ii) for general corporate and working capital purposes.
Placement
Agency Agreement
In
connection with the Private Placement, the Company entered into a Placement Agency Agreement with D. Boral Capital LLC (the “Placement
Agent”), dated June 25, 2026, pursuant to which the Placement Agent acted as the exclusive placement agent for the Company
in connection with the Private Placement (the “Placement Agency Agreement”). Pursuant to the Placement Agency
Agreement, the Company agreed to pay the Placement Agent a cash fee of 7.0% of the gross proceeds from the Private Placement. In addition,
the Company agreed to reimburse the Placement Agent for up to $50,000 of its fees and expenses in connection with the Private Placement.
The
Placement Agency Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company, other obligations of the parties, and termination provisions.
Registration
Rights Agreement
In
connection with the Securities Purchase Agreement, the Company entered into a Registration Rights Agreement with the PIPE Investor (the
“Registration Rights Agreement”), pursuant to which the Company is required to prepare and file a registration
statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “Securities Act”), covering the resale of the Common Stock
Warrant Shares and the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants. The Company is required to file
the Registration Statement with the SEC within 30 days after the Closing Date and is required to have the Registration Statement declared
effective by the SEC in accordance with the terms of the Registration Rights Agreement.
The
foregoing descriptions of the material terms of the Securities Purchase Agreement, the Common Stock Warrants, the Pre-Funded Warrants,
the Placement Agency Agreement and the Registration Rights Agreement, do not purport to be complete and are qualified in their entirety
by reference to the full texts of the Securities Purchase Agreement, the Form of Common Stock Warrant, the Form of Pre-Funded Warrant,
the Placement Agency Agreement and the Registration Rights Agreement, copies of which are filed as Exhibits 10.1, 4.1, 4.2, 10.2 and
10.3 respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 relating to the Private Placement is hereby incorporated by reference into this Item 3.02. The Common
Stock Warrants, the Pre-Funded Warrants and the shares of Common Stock underlying the Common Stock Warrants and the Pre-Funded Warrants,
are being sold and/or issued without registration under the Securities Act in reliance on the exemption provided by Section 4(a)(2) of
the Securities Act as a transaction not involving a public offering and/or Rule 506(b) of Regulation D promulgated thereunder as well
as available exemptions under applicable state securities laws.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Form of Common Stock Warrant |
| 4.2 |
|
Form of Pre-Funded Warrant |
| 10.1 |
|
Securities Purchase Agreement, dated June 25, 2026 |
| 10.2 |
|
Placement Agency Agreement, dated June 25, 2026 |
| 10.3 |
|
Registration
Rights Agreement, dated June 29, 2026 |
| 104 |
|
Cover
Page Interactive Data File (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: June 30, 2026 |
Name: |
Taehoon Kim |
| |
Title: |
Chief Executive Officer |
