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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 16, 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
April 16, 2026, Global Interactive Technologies, Inc. (the “Company”) received a letter (the “Nasdaq Notification Letter”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it did not
timely file its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), as required for continued
listing on The Nasdaq Stock Market pursuant to Nasdaq Listing Rule 5250(c)(1). Under Nasdaq rules, the Company has 60 calendar days from
the date of the Nasdaq Notification Letter to submit to Nasdaq a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1). The Company
expects to file the Form 10-K promptly to regain compliance with Nasdaq Listing Rule 5250(c)(1).
The
Company’s common stock will continue to be listed and traded on The Nasdaq Stock Market during the 60-day grace period, subject
to its compliance with the other continued listing requirements of The Nasdaq Stock Market.
Forward-Looking
Statements
Certain
statements made in this report 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 filing of its Form 10-K.
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 report, 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
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated April 17, 2026. |
| 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:
April 17, 2026 |
Name: |
Taehoon
Kim |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Global
Interactive Technologies, Inc. Announces Receipt of a Delinquency Compliance Alert Letter from Nasdaq
Seoul,
Republic of Korea, April 17, 2026 (ACCESS NEWSWIRE) — Global Interactive Technologies, Inc. (NASDAQ: GITS) (the “Company”)
announced that on April 16, 2026, it received a delinquency compliance alert letter from the Listing Qualifications Department of The
Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that, because the Company did not timely file its Annual Report on
Form 10-K for the year ended December 31, 2025 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.
Under
Nasdaq rules, the Company has 60 calendar days from the date of the Nasdaq notification letter to submit to Nasdaq a plan to regain compliance
with Nasdaq Listing Rule 5250(c)(1). The Company expects to file the Form 10-K promptly to regain compliance with Nasdaq Listing Rule
5250(c)(1). The Company’s common stock will continue to be listed and traded on The Nasdaq Stock Market during the 60-day grace
period, subject to the Company’s compliance with Nasdaq’s other continued listing requirements.
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
announcement 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 projections about its future financial and operational performance, 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, involving
judgments about future economic conditions, competitive landscapes, market dynamics, and business decisions, many of which are inherently
challenging to predict accurately and are largely beyond the Company’s control. 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
