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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):
January 23, 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 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: +82-2564-8588
Not Applicable
(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 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
3.03 Material Modification to Rights of Security Holders.
As previously disclosed
in a Current Report on Form 8-K filed on January 6, 2025, Global Interactive Technologies, Inc., a Delaware corporation (the “Company”) seeks
to effect a reverse stock split of its outstanding common stock $0.001 par value per share (“Common Stock”).
On November 20, 2024,
the Company’s board of directors (the “Board”) approved, and on December 30, 2024, at the annual meeting of the stockholders,
holders of approximately 86% of the Company’s voting power, approved the granting of authority to the Board to amend the Company’s
Certificate of Incorporation (as defined below) to effect a reverse stock split of the issued and outstanding shares of the Company’s
Common Stock, by a ratio of not less than 1-for-2 and not more than 1-for-20, with the exact ratio to be determined by the Board in its
sole discretion.
On January 10, 2025,
the Board determined, after reviewing the number of currently issued and outstanding shares of the Company, that it is in the best interests
of the Company to effectuate a reverse stock split at a ratio of one-for-twenty (1:20) (the “Reverse Stock Split”).
The Reverse Stock Split
will become effective on January 27, 2025. The Common Stock will continue to be traded on The Nasdaq Capital Market under the symbol “GITS”. Pursuant
to the Reverse Stock Split, every twenty (20) outstanding shares of the Company’s Common Stock will, without any further action
by the Company, or any holder thereof, convert into, and automatically became, one (1) share of the Company’s Common Stock. No fractional
shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares
as a result of the Reverse Stock Split will be entitled to a cash payment in lieu thereof.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 10, 2025,
the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated
Certificate of Incorporation, as previously amended (“Certificate of Incorporation”), with the Secretary of State of the State
of Delaware, to effect a Reverse Stock Split of the Company’s Common Stock, at a rate of 1-for-20 effective as of January 27, 2025.
A copy of the Certificate
of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference. The description of the Certificate of Amendment and
the Reverse Stock Split set forth in Item 3.03 of this Current Report is incorporated herein by reference.
Prior to the filing of
the Certificate of Amendment, the Company had 100,000,000 shares of Common Stock authorized, out of which 52,808,589 shares were issued
and outstanding. As a result of the filing of the Certificate of Amendment, and the resulting effectiveness of the Reverse Stock Split,
the 52,808,589 shares of the Company’s Common Stock issued and outstanding immediately prior to the Reverse Stock Split, are being
converted into approximately 2,640,429 shares of the Company’s Common Stock. The Reverse Stock Split does not change the Company’s
current number of authorized shares of Common Stock, or its par value. The Reverse Stock Split also does not change the Company’s
authorized, or issued, and outstanding, number of shares of preferred stock, or its par value.
Except for de minimis
adjustments that result from the treatment of fractional shares, the Reverse Stock Split does not have any immediate dilutive effect on
our stockholders, since each stockholders holds the same percentage of our Common Stock outstanding immediately following the Reverse
Stock Split as such stockholder held immediately prior to the Reverse Stock Split.
As a result of the Reverse
Stock Split, the number of shares of the Company’s Common Stock that may be purchased upon the exercise of outstanding warrants,
options, or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the exercise or conversion
prices for these securities, have also be ratably adjusted in accordance with their terms and conditions.
Item 7.01 Regulation FD Disclosure.
On January 23, 2025,
the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 hereto
and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act, as amended (“Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing
with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: January 23, 2025 |
Name: |
Taehoon Kim |
| |
Title: |
Chief Executive Officer |
3
Exhibit 3.1
| State
of Delaware
Secretary of State
Division of Corporations
Delivered 10:18 AM 01/10/2025
FILED 10:18 AM 01/10/2025
SR 20250085499 - File Number 6328975
|
|
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GLOBAL INTERACTIVE TECHNOLOGIES, INC.
Under Section 242 of the Delaware
General Corporation Law (“DGCL”),
IT IS HEREBY CERTIFIED THAT:
| 1. | The name of the corporation is Global Interactive Technologies,
Inc. (the “Corporation”). |
| 2. | The Corporation’s certificate of incorporation (“Certificate
of Incorporation”) was filed with the Secretary of State of the State of Delaware on October 20, 2021 as amended in December 2022. |
| 3. | Article “IV” of the Amended and Restated Certificate
of Incorporation is hereby amended by inserting the following as the last paragraph of Article Fourth with the following new paragraph: |
“(g) Reverse
Stock Split. This Amendment to the Certificate of Incorporation is filed pursuant to Section 242(a)(3) of the DGCL to reflect a
one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”), so that for every twenty shares of the
Corporation’s issued and outstanding common stock, $0.001 par value per share (“Common Stock”), the holder of such shares
will receive one new share of Common Stock. No fractional shares shall be issued and, in lieu thereof. The Corporation’s transfer
agent shall cancel all fractional shares and stockholders shall receive a cash payment from the transfer agent in an amount equal to
their respective pro rata shares of the total net proceeds of that sale based on the fair market value of such fractional shares on
the date of the filing of this amendment. All shares of the Corporation’s Common Stock eliminated as a result of the Reverse Stock
Split will be canceled. The authorized number of shares, and par value per share, of Common Stock shall not be affected by the
Reverse Stock Split.”
| 4. | Pursuant to Section 242 of the DGCL, this Amendment to the
Certificate of Incorporation was authorized by unanimous consents of the board of directors of the Corporation on November 20, 2024,
pursuant to Section 242(b)(1) of the DGCL and by a majority of the outstanding shares entitled to vote at a meeting of stockholders of
the Corporation held on December 30, 2024, pursuant to Section 242(b)(2) of the DGCL. |
[Signature Page Follows]
IN WITNESS
WHEREOF, the Corporation had caused this Certificate of Amendment to be signed this 3rd day of January, 2025.
| /s/ Jay Hyong Woo |
|
| Jay Hyong Woo |
|
| |
|
| /s/ Amy Shi |
|
| Amy Shi |
|
| |
|
| /s/ Aram Ahn |
|
| Aram Ahn |
|
| |
|
| /s/ John S. Morris |
|
| John S. Morris |
|
| |
|
| /s/ Larry Namer |
|
| Larry Namer |
|
Exhibit 99.1
Global Interactive Technologies, Inc. Announces
1-for-20 Reverse Stock Split
Seoul, Korea, (January 22, 2025) (ACCESSWIRE)
- - Global Interactive Technologies, Inc. (Nasdaq: GITS) (“Global Interactive” or the “Company”), a media-tech
company and creator of FANTOO, an all-in-one social media experience connecting k-culture fans globally, today announced that it will
effect a 1-for-20 reverse stock split (“Reverse Stock Split”) of its issued and outstanding shares of common stock, par value
$0.0001 per share (“Common Stock”). The Reverse Stock Split will become effective at 12:01am, Eastern Time, on January 27,
2025. At such time, each 20 shares of issued and outstanding Common Stock will automatically be reclassified into one new share of Common
Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to
receive fractional shares as a result of the Reverse Stock Split will be entitled to a cash payment in lieu thereof.
Global Interactive’s Common Stock will continue to trade on The
Nasdaq Capital Market (“Nasdaq”) under the existing symbol “GITS” and will begin trading on a split-adjusted basis
when the market opens on January 27, 2025. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 411292204.
The Reverse Stock Split is primarily intended to bring the Company
into compliance with the $1.00 minimum bid price requirement in order to maintain its listing on Nasdaq. There is no guarantee the Company
will meet the minimum bid price requirement.
The Company’s board of directors
approved a reverse stock split of 1-for-20 shares at their November 20, 2024 board meeting. The Company’s shareholders
approved a reverse stock split of up to 1-for-20 shares on December 30, 2024.
About Global Interactive Technologies, Inc.
Global Interactive Technologies, Inc., is the creator of the engaging
and innovative social media platform, “FANTOO” FANTOO connects users around the world that share similar interests by providing
distinctive service offerings, technologies, applications, and websites. Through FANTOO, we provide a global multi-media platform for
our users to interact with other like-minded users, to share their appreciation of various types of entertainment and cultures, create
their own content, enjoy other users’ content, engage in commerce, and experience a “fandom” community we believe is unlike
any other. For more information, please visit www.hanryuholdings.biz.
Forward-Looking Statements
This
press release contains forward-looking statements regarding the Company’s current expectations. These statements are not guarantees
of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could
cause actual results to differ include, but are not limited to, risks and uncertainties related to the satisfaction of customary closing
conditions related to anticipated acquisitions, or factors that result in changes to the Company’s anticipated results of operations related
to acquisitions. These and other risks and uncertainties are described more fully in the section captioned “Risk Factors”
in the Company’s public filings made with the Securities and Exchange Commission, including its Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q. Forward-looking statements contained in this announcement are
made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
Investor Contact
Taehoon Kim
ktn@hanryuholdings.biz
Source: Global Interactive Technologies, Inc.
v3.24.4
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Jan. 23, 2025 |
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| Entity File Number |
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|
| Entity Registrant Name |
GLOBAL
INTERACTIVE TECHNOLOGIES, INC.
|
| Entity Central Index Key |
0001911545
|
| Entity Tax Identification Number |
88-1368281
|
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DE
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Yeongdeungpo-gu
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Seoul
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