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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):
July 2, 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. ☐
Item 8.01 Other Events.
On July 2, 2025, Global Interactive
Technologies, Inc. (the “Company”) provided the following update regarding its initial public offering (“IPO”),
prior management, and recent changes in control and operations:
IPO
On August 3, 2023, the Company,
in its Press Release which was included in a current report on Form 8-K filed on August 4, 2023, disclosed that the Company closed its
initial public offering. The Company raised approximately $8.8 million through its IPO. Of this amount, investors in Korea invested more
than $6 million, and investors in the United States invested approximately $2 million. Aegis Capital Corp. was the Company’s underwriter
for the IPO.
Management and Financial Issues
The prior chief executive
officer (“CEO”), chief operating officer (“COO”), and chief marketing officer (“CMO”) were affiliated
with the Company’s former largest shareholder. Following the IPO, the Company began to identify signs of possible financial mismanagement
and failures to fund core business operations, which placed the Company at serious operational and financial risk. In response, in early
2024, certain members of the Board of Directors began working to resolve these issues, which included changing the authorized signers
of the Company’s Chase Bank account. In February 2024, the Board voted to remove the prior CEO for cause relating to the identified
concerns of management, and the Board appointed Taehoon Kim as interim CEO. Following his appointment, Mr. Kim terminated the employment
of the COO and CMO. Mr. Kim also replaced the Company's legal counsel and retained new legal representation. At the Annual Shareholder
Meeting held in December 2024, shareholders voted to elect two new directors to the Board.
Although new management succeeded in changing the authorized signers on the Company’s
Chase Bank account in May 2024, the account already had been depleted by that time. The Company has cooperated with regulatory and enforcement
authorities regarding the depleted account.
Sales of A Subsidiary Company
On December 28, 2024, the
Company sold 100% of its ownership interest in Hanryu Bank Co., Ltd., formerly a wholly owned subsidiary of the Company.
Erroneous Characterization of Jaemen Lee as
President
On April 29 and May 20, 2025,
the Company, in “Short-Term Loan Payables” under Item 13. Certain Relationship and Related Transactions, and Director Independence
Certain Relationship and Related Transactions and Financial Statement Note 10 – Short-term Loan Payables from Related Parties
included in the Company’s Annual Report on Form 10-K filed on April 30, 2025 and in Note 8 – Short-term Loan Payables from
Related Parties and Note 13 – Related Party Transactions in the Quarterly Report filed on May 20, 2025, disclosed that Jaemen Lee
is the President of the Company. This disclosure was an error. Mr. Lee has never served as President of the Company and has never served
as an officer or director of the Company. Mr. Lee is an experienced business person and investor in the company whose direct or indirect
beneficial ownership interest is less than 5% of the company’s outstanding shares, and, therefore, is not subject to disclosure.
Nevertheless, Mr. Lee has provided and continues to provide advice to members of management. As a matter of cultural deference consistent
with Korean culture, the Chief Financial Officer referred to Mr. Lee as the Company’s President. That erroneous disclosure appeared
only in the two filings identified above.
Market Trading in the Company’s Shares
on May 30, 2025.
On May 30, 2025, the low,
high and closing stock prices were $1.90, $3.12 and $2.41 respectively, and the volume was 55,931,300 shares. Over the preceding 30 days,
the Company’s common shares traded in a price range of $0.95 and $1.61, and its average daily volume was less than 30,000 shares
per day. The Company is not aware of any material non-public information or recent corporate developments that would account for such
trading activity. Moreover, the Company has responded and will continue to respond to inquiries by United States securities regulators
relating to the unusual trading activity, price movement and volume. To the extent that the Company learns of information that explains
the unusual activity, then the Company will provide the information to relevant securities regulators. Management does not communicate
on or monitor discussions on securities-centric internet message groups, chat rooms and websites.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 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. |
| |
|
|
|
| Dated: July 2, 2025 |
By: |
/s/ Taehoon Kim |
| |
|
Name: |
Taehoon Kim |
| |
|
Title: |
Chief Executive Officer |
