Director removed for cause at Global Interactive Technologies (Nasdaq: GITS)

Rhea-AI Filing Summary

Global Interactive Technologies, Inc. reported a governance change and a board shake-up. The board amended the company’s Bylaws to add a provision allowing directors to be removed for cause in limited, specified circumstances, consistent with its Amended and Restated Certificate of Incorporation.

On the same date, the disinterested directors determined that cause existed to remove director Aram Ahn, citing failures in executing certain documents required in his role, and removed him from the board effective immediately. After this action, the board now has four directors.

Positive

• None.

Negative

• Director removed for cause after the board cited material failures to execute required documents tied to regulatory and contractual obligations, highlighting internal governance and compliance concerns.

Insights

Corporate governance analyst

Board tightens removal powers and ousts a director for cause.

Global Interactive Technologies updated its Bylaws so directors can be removed for cause in limited, specified situations, aligning this power with its Amended and Restated Certificate of Incorporation. This formalizes a mechanism the board can use in serious governance disputes.

Immediately after adopting the amendment, disinterested directors concluded that cause existed to remove director Aram Ahn, referencing failures to execute documents needed to satisfy regulatory and contractual obligations. His removal was effective at once and the board now has four members, concentrating oversight among a smaller group.

This sequence links a targeted Bylaw change with an immediate director removal, signaling internal governance friction. Future company filings may clarify how the reconstituted four-member board approaches oversight and compliance responsibilities.

8-K Event Classification

3 items: 5.02, 5.03, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Global Interactive Technologies change in its Bylaws?

Global Interactive Technologies amended its Bylaws to add a provision allowing the board to remove a director for cause in limited, specified circumstances. This new authority is described as consistent with the company’s Amended and Restated Certificate of Incorporation.

Which director was removed from Global Interactive Technologies’ board?

Director Aram Ahn was removed from Global Interactive Technologies’ board. Disinterested directors determined that cause existed under the newly amended Bylaws and his removal was made effective immediately on the same date as the Bylaw change.

Why did Global Interactive Technologies’ board determine cause to remove Aram Ahn?

The board stated that, among other material failures, Aram Ahn did not execute certain documents required in his capacity as a director to meet regulatory and contractual obligations. The board determined this conduct constituted cause under the amended Bylaws and voted to remove him.

How many directors remain on Global Interactive Technologies’ board after the removal?

Following the removal of director Aram Ahn, Global Interactive Technologies reported that its board continues to consist of four directors. This indicates the board size decreased by one member as a result of the action taken on September 5, 2025.

How were the decisions about the Bylaw amendment and removal of the director approved?

The Bylaw amendment was approved and adopted by the board of Global Interactive Technologies. The subsequent decision that cause existed to remove director Aram Ahn was made by the affirmative vote of the disinterested directors, as described in the report.

Where can investors find the full text of the Bylaw amendment for Global Interactive Technologies?

The full text of the amendment to Global Interactive Technologies’ Bylaws is filed as Exhibit 3.1 to the report. The company notes that the summary description is qualified in its entirety by reference to this filed amendment document.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 09/09/2025 - 08:57 AM Learn about SEC filing dates

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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): September 5, 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

N/A

(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. ☐

CURRENT REPORT ON FORM 8-K

Global Interactive Technologies, Inc.

September 5, 2025

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 5, 2025, the Board of Directors (the “Board”) of Global Interactive Technologies, Inc. (the “Company”) approved and adopted an amendment to the Company’s Bylaws to add a provision authorizing the Board to remove a director for cause in limited, specified circumstances, consistent with the authority granted to the Board under the Company’s Amended and Restated Certificate of Incorporation.

Except as specifically amended above, the Bylaws remain in full force and effect.

The foregoing description of the amended Bylaws is qualified in its entirety by reference to the full text of the Amendment to the Bylaws of the Company, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On the same date, the Board, by the affirmative vote of the disinterested directors, determined that cause existed for the removal of director Aram Ahn pursuant to the amended Bylaws. The Board found that, among other material failures, Mr. Ahn failed to execute certain documents required in his capacity as a director in order to comply with applicable regulatory requirements and contractual obligations, which the Board determined constituted cause under the amended Bylaws. As a result, Mr. Ahn was removed from the Board, effective immediately.

Following Mr. Ahn’s removal, the Board continues to consist of four directors.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth above in Item 5.02 of this Form 8-K is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(a) Exhibits.

Exhibit Number		Description
3.1		Amendment to Bylaws of Global Interactive Technologies, Inc.
104		Cover Page Interactive Data (embedded within the Inline XBRL document).

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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: September 9, 2025	By:	/s/ Taehoon Kim
		Name:	Taehoon Kim
		Title:	Chief Executive Officer

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