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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
February 5, 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
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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On February 5, 2025, Global Interactive Technologies, Inc., a Delaware
corporation (the “Company”), received a notification letter (the “Determination Letter”) from the
staff at the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”).
On February 10, 2025, the
Company issued a press release announcing its receipt of the Determination Letter. The press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On February 10, 2025, the
Company received a notification letter (the “Nasdaq Notice”) from the Staff notifying that the Company has regained
compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on Nasdaq.
On February 10, 2025, the
Company issued a press release announcing the receipt of the Nasdaq Notice. A copy of the press release is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
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. |
|
|
Date: February 10, 2025 |
By: |
/s/ Taehoon
Kim |
|
Name: |
Taehoon Kim |
|
Title: |
Chief Executive Officer |
2
Exhibit 99.1
Global Interactive Technologies, Inc. Announces its
Receipt of Determination Letter from Nasdaq
SEOUL, KR / ACCESS
Newswire / February 10, 2025 / Global Interactive Technologies, Inc. (NASDAQ: GITS) (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 on February
5, 2025, the Company received a notification letter (the “Determination Letter”) from the staff at the Listing Qualifications
Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”).
As disclosed in the Company’s
Form 8-K filed on August 9, 2024, Nasdaq granted the Company 180 days, until February 3, 2025, to regain compliance with Nasdaq Listing
Rule 5550(a)(2), which requires the Company’s common stock to maintain a minimum bid price of $1.00 per share (the “Minimum
Bid Price Requirement”). To regain compliance, the Company’s common stock needed to satisfy the Minimum Bid Price Requirement
for at least 10 consecutive business days by February 3, 2025. To meet this requirement, the Company effected a reverse stock split on
January 27, 2025. However, the first trading date on which the Company satisfied the Minimum Bid Price Requirement for 10 consecutive
business days was February 7, 2025, beyond the February 3, 2025 deadline. As a result, Nasdaq issued the Determination Letter notifying
the Company that its common stock would be delisted due to its failure to regain compliance with Nasdaq Listing Rule 5550(a)(2) by the
deadline, and the Company may appeal this determination pursuant to the procedures set forth in Nasdaq Listing Rule 5800 Series.
Based on discussions with
the Staff, because the Company met the Minimum Bid Price Requirement for 10 consecutive business days as of February 7, 2025, it expects
that the Staff would confirm the Company has regained compliance, allowing its common stock to continue trading on Nasdaq without interruption
and obviating the need for appealing the delisting determination.
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.gitechnologies.com.
Forward-Looking Statements
This press release contains
“forward-looking statements.” These forward-looking statements involve known and unknown risks and uncertainties and are based
on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition,
results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases
such as “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,”
“aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,”
“propose,” “potential,” “continue,” “approximates,” “assesses,” “hopes,”
“projects,” “intends,” or similar expressions. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to predict. The Company undertakes no obligation to update
or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations,
except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are
reasonable, it cannot assure you that such expectations will turn out to be correct; and, the Company cautions investors that actual results
may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results
described in the Company’s “Risk Factors” section and other sections in its most recent Annual Report on Form 10-K,
and subsequent quarterly and other filings with the United States Securities and Exchange Commission.
Investor Contact
Taehoon Kim
tkc@gitechnologies.com
SOURCE: Global Interactive Technologies, Inc.
Exhibit 99.2
Global Interactive Technologies, Inc. Regains
Compliance with Nasdaq’s Minimum Bid Price Requirement
SEOUL, KR / ACCESS
Newswire / February 10, 2025 / Global Interactive Technologies, Inc. (NASDAQ: GITS) (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 on February
10, 2025, the Company received a notification letter from the staff at the Listing Qualifications Department (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”), confirming that it has regained compliance with the minimum bid price requirement
set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”).
To regain compliance with
the Rule, the Company’s common stock was required to maintain a minimum bid price of $1.00 or more for at least 10 consecutive business
days by February 3, 2025. As the minimum bid price of the Company’s common stock has remained above $1.00 per share from January
27, 2025, through February 7, 2025, the Staff considers the prior bid price deficiency matter now closed, and the Company has regained
compliance.
The Company’s common
stock will continue to be listed and traded on Nasdaq.
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.gitechnologies.com.
Forward-Looking Statements
This press release contains
“forward-looking statements.” These forward-looking statements involve known and unknown risks and uncertainties and are based
on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition,
results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases
such as “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,”
“aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,”
“propose,” “potential,” “continue,” “approximates,” “assesses,” “hopes,”
“projects,” “intends,” or similar expressions. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to predict. The Company undertakes no obligation to update
or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations,
except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are
reasonable, it cannot assure you that such expectations will turn out to be correct; and, the Company cautions investors that actual results
may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results
described in the Company’s “Risk Factors” section and other sections in its most recent Annual Report on Form 10-K,
and subsequent quarterly and other filings with the United States Securities and Exchange Commission.
Investor Contact
Taehoon Kim
tkc@gitechnologies.com
SOURCE: Global Interactive Technologies, Inc.
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