Business Context and Reporting Period
Global Interactive Technologies, Inc. (GITS), a Delaware corporation headquartered in Seoul, Republic of Korea, filed this Form 8-K on June 25, 2026. The report details the entry into a Material Definitive Agreement for a private placement of securities.
Key Financial Metrics and Transaction Details
- Gross Proceeds: Approximately $2,000,000 raised from the Private Placement.
- Securities Issued: 1,092,896 Pre-Funded Warrants and 1,092,896 Common Stock Warrants.
- Purchase Price: $1.829 per Pre-Funded Warrant (including accompanying Common Stock Warrant).
- Warrant Terms:
- Pre-Funded Warrants: Exercise price of $0.001; immediately exercisable.
- Common Stock Warrants: Exercise price of $1.83; exercisable after 6 months; expire 5.5 years from closing.
- Placement Agent Fees: 7.0% cash fee of gross proceeds plus up to $50,000 in reimbursable expenses.
- Closing Date: June 29, 2026.
Material Changes and Use of Proceeds
The filing reports a significant capital raise event. The Company intends to utilize the net proceeds for the following specific purposes:
- Repayment of amounts owed under a Convertible Promissory Note held by FirstFire Global Opportunities Fund, LLC.
- General corporate and working capital purposes.
The filing text does not provide comparative financial metrics (revenue, profit, cash flow, or margins) for the current period versus prior periods, as this is a current report on a specific transaction rather than a periodic financial statement.
Guidance, Outlook, and Restrictions
Management has outlined specific restrictions on future equity issuances as part of the agreement:
- Issuance Lock-up: The Company agreed not to issue or announce the issuance of Common Stock or Common Stock Equivalents until 30 days after the effective date of the registration statement.
- Variable Rate Transaction Restriction: The Company agreed not to enter into a Variable Rate Transaction until 90 days following the Effective Date, subject to exceptions.
- Registration Rights: The Company must file a registration statement with the SEC within 30 days of the Closing Date to cover the resale of the warrant shares.
Investor Verification Checklist
- Verify the exact net proceeds after deducting the 7% placement fee and $50,000 expense cap.
- Confirm the outstanding balance of the Convertible Promissory Note with FirstFire Global Opportunities Fund, LLC to assess the proportion of proceeds allocated to debt repayment.
- Monitor the filing and effective date of the Registration Statement required within 30 days of June 29, 2026.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific definitions of "Common Stock Equivalents" and exceptions to the issuance lock-up.