false
0001911545
0001911545
2026-03-30
2026-03-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 30, 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
1.01 Entry into a Material Definitive Agreement
On
March 26, 2026, Global Interactive Technologies, Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Agreement”)
with Hudson Global Ventures, LLC (the “Investor”).
Pursuant
to the Agreement, the Company has the right, but not the obligation, to sell to the Investor, from time to time, shares of its common
stock having an aggregate purchase price of up to $18,000,000 (the “Maximum Commitment Amount”), subject to the terms and
conditions set forth therein.
Summary
of Key Terms
●
The Company may, at its discretion, deliver “Put Notices” to the Investor to purchase shares of common stock from time to
time.
●
Each drawdown is subject to specified minimum and maximum amounts based on trading volume and contractual limits.
●
The purchase price per share will be based on a formula equal to approximately 93% of the applicable market price, as defined in the
Agreement.
●
The Agreement has a term of up to 24 months, unless earlier terminated or the full commitment amount is utilized.
●
The Company issued initial commitment shares to the Investor as consideration for entering into the Agreement and may be required to
issue additional shares under certain conditions.
●
The Investor’s beneficial ownership is capped at 4.99% of the Company’s outstanding common stock.
●
The Company has agreed not to enter into certain other variable rate or equity line financing arrangements for specified periods without
Investor consent.
Registration
Requirement
The
Company’s ability to sell shares under the Agreement is subject to the effectiveness of a registration statement covering the resale
of such shares by the Investor. The Company has agreed to file such registration statement within sixty (60) days following the execution
of the Agreement.
Strategic
Use of Facility
The
Company intends to utilize the facility selectively, if at all, based on market conditions and its capital requirements.
The
Agreement is intended to enhance the Company’s capital flexibility, and the Company may also pursue alternative financing opportunities.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| ●
|
Equity Purchase Agreement, dated March 26, 2026, by and between Global Interactive Technologies, Inc. and Hudson Global Ventures, LLC |
| |
|
| 104
|
Cover
Page Interactive Data File (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:
March 30, 2026 |
Name: |
Taehoon
Kim |
| |
Title: |
Chief
Executive Officer |
