Global Interactive raises $2M in private placement

Q: What registration rights did Global Interactive (GITS) grant the PIPE investor?

The company agreed to file a registration statement with the SEC covering resales of shares issuable from the pre-funded and common stock warrants. It must file this registration statement within 30 days after the June 29, 2026 closing date, subject to the agreement’s detailed timing terms.

Global Interactive Technologies, Inc. entered into a private financing with a single institutional investor, raising approximately $2,000,000 in gross proceeds through pre-funded warrants and common stock warrants.

Accepted by SEC EDGAR 06/30/2026 - 09:20 AM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Global Interactive Technologies, Inc. entered into a private financing with a single institutional investor, raising approximately $2,000,000 in gross proceeds through pre-funded warrants and common stock warrants. The deal closed on June 29, 2026.

The company issued pre-funded warrants to purchase up to 1,092,896 shares of common stock at a purchase price of $1.829 per pre-funded warrant (with a nominal $0.001 exercise price) together with accompanying common stock warrants to purchase up to 1,092,896 additional shares at an exercise price of $1.83 per share, exercisable starting six months after issuance for 5.5 years from the closing date.

Global Interactive plans to use the net proceeds primarily to repay amounts owed under its convertible promissory note held by FirstFire Global Opportunities Fund, LLC and for general corporate and working capital purposes. The company will pay its placement agent a 7.0% cash fee on gross proceeds and reimburse up to $50,000 of related expenses, and has granted the investor registration rights requiring a resale registration statement covering the warrant shares to be filed within 30 days after the closing date, together with temporary restrictions on new equity issuances and variable rate transactions.

Insights

Global Interactive raises $2M via warrant-based private placement to refinance a convertible note.

Global Interactive Technologies arranged a private placement with a single PIPE investor, issuing pre-funded warrants and common stock warrants for aggregate gross proceeds of $2,000,000. Pre-funded warrants are immediately exercisable at a token $0.001 per share, while the common stock warrants become exercisable six months after issuance and run 5.5 years from the June 29, 2026 closing.

The company engaged D. Boral Capital LLC as exclusive placement agent, paying a 7.0% fee on gross proceeds and reimbursing up to $50,000 of expenses. Net cash is earmarked to repay amounts under a convertible promissory note held by FirstFire Global Opportunities Fund, LLC and for general corporate and working capital purposes, shifting obligations from debt-like funding toward equity-linked instruments.

The accompanying registration rights agreement commits Global Interactive to file a resale registration statement for the warrant shares within 30 days after closing. The securities purchase agreement also limits new equity issuance for 30 days after the registration’s effectiveness and restricts variable rate transactions for 90 days after that effective date, so subsequent activity will depend on how quickly the registration becomes effective and on investor exercise behavior.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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 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

Gross proceeds: $2,000,000 Pre-funded warrant shares: 1,092,896 shares Common stock warrant shares: 1,092,896 shares +5 more

8 metrics

Gross proceeds $2,000,000 Aggregate gross proceeds from the private placement

Pre-funded warrant shares 1,092,896 shares Maximum shares issuable under pre-funded warrants

Common stock warrant shares 1,092,896 shares Maximum shares issuable under common stock warrants

Pre-funded warrant purchase price $1.829 per pre-funded warrant Purchase price per pre-funded warrant and accompanying warrant

Pre-funded warrant exercise price $0.001 per share Exercise price for each pre-funded warrant share

Common warrant exercise price $1.83 per share Exercise price for each common stock warrant share

Placement agent fee 7.0% of gross proceeds Cash fee payable to D. Boral Capital LLC

Expense reimbursement cap $50,000 Maximum reimbursement of placement agent expenses

Key Terms

Securities Purchase Agreement, Pre-Funded Warrants, Common Stock Warrants, Placement Agency Agreement, +2 more

6 terms

Securities Purchase Agreement financial

"Global Interactive Technologies, Inc. entered into a Securities Purchase Agreement with the purchaser named therein"

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

"the Company agreed to issue and sell ... pre-funded warrants to purchase up to 1,092,896 shares of Common Stock"

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.

Common Stock Warrants financial

"and (ii) Common Stock purchase warrants (the “Common Stock Warrants”) to purchase up to 1,092,896 shares"

Common stock warrants are tradable certificates that give the holder the right, but not the obligation, to buy a company’s common shares at a fixed price before a specified expiration date. They work like long-term options issued by the company and can provide cheaper, leveraged exposure to a stock’s potential upside; however, if holders use the warrants to buy shares, the total number of shares increases, which can dilute the value of existing shares.

Placement Agency Agreement financial

"the Company entered into a Placement Agency Agreement with D. Boral Capital LLC"

Registration Rights Agreement financial

"the Company entered into a Registration Rights Agreement with the PIPE Investor"

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.

Variable Rate Transaction financial

"the Company agreed to not enter into a Variable Rate Transaction (as defined in the Securities Purchase Agreement)"

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 with a PIPE investor, raising about $2,000,000 in gross proceeds. It issued pre-funded warrants and common stock warrants, each linked to up to 1,092,896 shares of common stock, in exchange for this capital infusion.

How many Global Interactive (GITS) shares are tied to the new warrants?

The company issued pre-funded warrants to purchase up to 1,092,896 shares of common stock and common stock warrants to purchase up to another 1,092,896 shares. Each pre-funded warrant and accompanying common stock warrant relates to one share of Global Interactive’s common stock.

What are the exercise prices and terms of the new GITS warrants?

Each pre-funded warrant is exercisable for one share at an exercise price of $0.001 per share and is immediately exercisable. The common stock warrants have an exercise price of $1.83 per share, become exercisable six months after issuance, and expire 5.5 years from the closing date.

How will Global Interactive Technologies (GITS) use the $2 million in proceeds?

Global Interactive intends to use the net proceeds primarily to repay amounts owed under its convertible promissory note held by FirstFire Global Opportunities Fund, LLC, and for general corporate and working capital purposes, according to the disclosure.

What fees does Global Interactive (GITS) owe its placement agent for this deal?

Under the placement agency agreement, Global Interactive will pay D. Boral Capital LLC a 7.0% cash fee on the gross proceeds from the private placement. The company also agreed to reimburse the placement agent for up to $50,000 of related fees and expenses.

What registration rights did Global Interactive (GITS) grant the PIPE investor?

The company agreed to file a registration statement with the SEC covering resales of shares issuable from the pre-funded and common stock warrants. It must file this registration statement within 30 days after the June 29, 2026 closing date, subject to the agreement’s detailed timing terms.

Are there issuance restrictions after Global Interactive’s (GITS) private placement?

Yes. Global Interactive agreed not to issue or agree to issue new common stock or equivalents until 30 days after the registration statement’s effective date. It also agreed not to enter into a variable rate transaction until 90 days after that effective date, with specified exceptions.

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

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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

Source: View Original Filing on SEC EDGAR

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Global Interactive raises $2M in private placement

Rhea-AI Filing Summary