[8-K/A] Hanryu Holdings, Inc. Common Stock Amends Material Event Report

Rhea-AI Filing Summary

Global Interactive Technologies, Inc. (Nasdaq: GITS) filed an amended Form 8-K (8-K/A) to expand and clarify its June 25, 2025 current report. The amendment adds Item 3.02 disclosure regarding an earlier private placement and provides additional detail on regulatory compliance.

• Private placement: Between April 20 and July 31, 2023 the company (then Hanryu Holdings) issued 462,847 common shares to 124 Korean investors at KRW 1,279 (≈ US$10.00) per share, raising KRW 5.92 billion (≈ US$4.63 million).
• Securities Act exemption: The shares were sold offshore to non-U.S. persons under Section 4(a)(2) and Regulation S; no U.S. directed selling efforts occurred.
• Regulatory context: The filing notes the company has appealed sanctions imposed by Korea’s Securities and Futures Commission related to the placement; the appeal is pending.
• Reason for amendment: (i) include the unregistered-sales item, (ii) state the exemption basis, and (iii) update the KRW-to-USD conversion. All other information from the original 8-K remains unchanged.

The capital raise represents modest dilution and a small cash infusion. The key investor takeaway is the clarification of legal exemptions while an SFC enforcement action remains unresolved.

Positive

• Clarifies that the 462,847-share Korean private placement is exempt under Section 4(a)(2) and Regulation S, reducing U.S. regulatory uncertainty.
• Provides specific KRW-to-USD conversion and deal metrics, enhancing transparency.
• Raises approximately US$4.6 million in equity capital, modestly strengthening liquidity.

Negative

• Company is appealing sanctions by Korea’s SFC, highlighting unresolved regulatory risk.
• Issuance of 462,847 new shares creates incremental dilution for existing shareholders.

Insights

Financial Analyst

TL;DR: Small 2023 private placement clarified; limited financial impact, moderate regulatory overhang.

The US$4.6 million raise equals roughly 460 k shares; unless the float is unusually tight, dilution is minimal. Clarifying the Section 4(a)(2)/Reg S exemption removes uncertainty over potential SEC registration issues, a marginal positive. However, the South Korean SFC sanctions—and the company’s ongoing appeal—add regulatory risk that could restrict future capital-market access or impose fines. Overall, the amendment is housekeeping: informative but not materially value-moving.

Securities Lawyer

TL;DR: Amendment cures prior omission; exemption claim appears facially sound, but Korean SFC action still material.

Filing Item 3.02 after the fact realigns the company with SEC disclosure rules, reducing exposure to U.S. compliance penalties. The reliance on both Section 4(a)(2) and Reg S fits an offshore, non-public Korean offering. That said, the SFC’s sanctions—now under administrative appeal—could signal deficiencies in Korean securities compliance, posing cross-border reputational and monetary risk. Investors should monitor the appeal outcome; at present, the update is procedurally important yet strategically neutral.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 24, 2025

GLOBAL INTERACTIVE TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-41763		88-1368281
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS 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: +82-2564-8588

(Former name or former address if changed since last report)

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 follow 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		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. ☐

EXPLANATORY NOTE

On June 25, 2025, Global Interactive Technologies, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Form 8-K”) reporting the Company’s filing of an administrative appeal challenging sanctions levied against it by the Securities and Futures Commission (the “SFC”) under the Financial Services Commission of the Republic of Korea related to the Company’s issuance of 462,847 shares of common stock to 124 Korean investors in a private placement between April 20, 2023 and July 31, 2023 (the “Korean Offering”).

              This Current Report on Form 8-K/A is being filed to amend the Form 8-K to (i) include Item 3.02 disclosure, (ii) clarify that the issuance and sale of the 462,847 shares of common stock in the Korean Offering were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder and (iii) update the conversion of KRW to USD previously calculated in the Form 8-K. Except as described above, all other information in the Form 8-K filed with the SEC on June 25, 2025 remains unchanged.

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Item 3.02 Unregistered Sales of Equity Securities.

Between April 20, 2023 and July 31, 2023, Hanryu Holdings, Inc., now known as Global Interactive Technologies, Inc., raised approximately KRW 5.92 billion (or approximately $4,628,500) through the issuance of 462,847 shares of common stock at a price of 1,279 (or $10.00) per share in a private placement to 124 Korean investors. The issuance and sale of these shares of common stock were exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder. The issuance and sale of the shares of common stock were made pursuant to an offshore transaction with non-U.S. persons and no directed selling efforts were made in the United States by the Company, a distributor, any of their respective affiliates or any person acting on behalf of any of the foregoing.

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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.
Dated: July 14, 2025	By:	/s/ Taehoon Kim
		Name:	Taehoon Kim
		Title:	Chief Executive Officer

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FAQ

Why did Global Interactive Technologies (GITS) file an 8-K/A on July 14 2025?

To add Item 3.02 on unregistered equity sales, confirm the Section 4(a)(2)/Reg S exemption, and update currency conversions; all other 8-K content is unchanged.

How much capital did GITS raise in the Korean private placement?

The company raised KRW 5.92 billion, approximately US$4.63 million, by selling 462,847 shares.

What was the share price in the Korean offering?

Each share was sold at KRW 1,279, equivalent to roughly US$10.00 per share.

Is the Korean share issuance registered with the SEC?

No. GITS claims exemptions under Section 4(a)(2) and Regulation S, citing offshore sales to non-U.S. investors.

What regulatory issues does GITS face related to the offering?

Korea’s Securities and Futures Commission imposed sanctions; the company has filed an administrative appeal, outcome pending.

Will the 462,847 new shares dilute existing shareholders?

Yes, the issuance increases the total share count; exact dilution depends on current shares outstanding, which the filing does not disclose.

Does the amendment affect the company’s financial statements?

No financial statements are altered; the 8-K/A is limited to disclosure corrections and clarifications.