Form 8-K - Current report

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.

Exhibit No.		Description
3.1		Certificate of Amendment
99.1		Press Release issued by Global Interactive Technologies, Inc. dated January 22, 2025
104		Cover Page Interactive Data File, formatted in Inline XBRL

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

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:

The name of the corporation is Global Interactive Technologies, Inc. (the “Corporation”).

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.

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.”

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.

Cover	Jan. 23, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 23, 2025
Current Fiscal Year End Date	--12-31
Entity File Number	001-41763
Entity Registrant Name	GLOBAL INTERACTIVE TECHNOLOGIES, INC.
Entity Central Index Key	0001911545
Entity Tax Identification Number	88-1368281
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	160, Yeouiseo-ro
Entity Address, Address Line Two	Yeongdeungpo-gu
Entity Address, City or Town	Seoul
Entity Address, Country	KR
Entity Address, Postal Zip Code	07231
City Area Code	82-2
Local Phone Number	564-8588
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	GITS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false