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): May 21, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 21, 2026, Global Interactive Technologies, Inc. (the “Company”) received a delinquency compliance alert notice (the “Notice”) from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Q1 2026 10-Q”) with the Securities and Exchange Commission (the “SEC”), the Company is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires the timely filing of all required periodic financial reports with the SEC.
As previously reported, on April 17, 2026, Nasdaq notified the Company that it no longer complied with the Rule as it had not yet filed its Annual Report on Form 10-K (“Form 10-K”) for the period ended December 31, 2025 (“Initial Delinquent Filing”). As of the receipt of the Notice, the Company’s Form 10-K had not been filed with the SEC. As a result, any additional Staff exception to allow the Company to regain compliance with all delinquent filings is limited to a maximum of 180 calendar days from the due date of the Initial Delinquent Filing, or October 12, 2026. Additionally, the Company must submit an update by no later than June 22, 2026 to its original plan to regain compliance with respect to the filing requirement. The Company intends to submit an update to its plan of compliance to Nasdaq no later than June 22, 2026.
On May 22, 2026, the Company issued a press release announcing the Company’s receipt of the Notice. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking Statements
Certain statements made in this Form 8-K constitute forward-looking statements within the meaning of the federal securities laws. All statements contained in this report that do not relate to matters of historical fact should be considered forward-looking statements. For example, forward-looking statements include, without limitation, statements regarding the Company’s anticipated submission of its update to its original plan of compliance. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees and are subject to risks described from time to time in the Company’s periodic filings with the SEC. The forward-looking statements included in this report are made only as of the date of this Form 8-K, and, unless otherwise required by applicable law, the Company assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation to do so, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data (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: May 22, 2026 | Name: | Taehoon Kim |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Global Interactive Technologies, Inc. Announces Receipt of a Delinquency Compliance Alert Notice from Nasdaq
Seoul, Republic of South Korea, May 22, 2026 (EIN PRESSWIRE) – Global Interactive Technologies, Inc. (NASDAQ: GITS) (the “Company”), today announced that, on May 21, 2026, it received a delinquency compliance alert notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 and because the Company remains delinquent in filing its Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”), the Company is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of all required periodic reports with the SEC.
As of the receipt of the delinquency compliance alert notice on May 21, 2026, the Company’s Form 10-K had not been filed with the SEC. As a result, any additional Staff exception to allow the Company to regain compliance with all delinquent filings is limited to a maximum of 180 calendar days from the due date of the Form 10-K, or October 12, 2026. Additionally, the Company must submit an update by no later than June 22, 2026 to its original plan to regain compliance with respect to the filing requirement. The Company intends to submit an update to its plan of compliance to Nasdaq no later than June 22, 2026.
About Global Interactive Technologies, Inc.
Global Interactive Technologies, Inc. is a digital media and technology company focused on fan engagement and fandom economy through its multi-platform ecosystem, including Faning, a global platform that connects K-pop and broader K-culture fans through shared interests, content, and community experiences. For more information, please visit the Company’s website at www.gitechnologies.com.
Forward-Looking Statements
This press release contains forward-looking statements as defined under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, formulated in accordance with the ‘safe harbor’ provisions of the Private Securities Litigation Reform Act of 1995. These statements, reflecting the Company’s beliefs about its future compliance with Nasdaq listing standards, including its anticipated submission of an update of its plan of compliance to Nasdaq, employ terms like ‘believes,’ ‘estimates,’ ‘anticipates,’ ‘expects,’ ‘plans,’ ‘projects,’ ‘intends,’ ‘potential,’ ‘target,’ ‘aim,’ ‘predict,’ ‘outlook,’ ‘seek,’ ‘goal,’ ‘objective,’ ‘assume,’ ‘contemplate,’ ‘continue,’ ‘positioned,’ ‘forecast,’ ‘likely,’ ‘may,’ ‘could,’ ‘might,’ ‘will,’ ‘should,’ ‘approximately,’ and similar expressions to convey the uncertainty of future events or outcomes. These forward-looking statements are based on the Company’s current expectations, assumptions, and projections. Additionally, these statements are subject to a multitude of known and unknown risks, uncertainties, and other variables that could significantly diverge the Company’s actual results from those depicted in any forward-looking statement. Because of these and other risks, uncertainties and assumptions, undue reliance should not be placed on these forward-looking statements. In addition, these statements speak only as of the date of this press release and, except as may be required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
Company Contact:
Global Interactive Technologies, Inc.
Taehoon Kim
tkc@gitechnologies.com
Investor Contact:
Global Interactive Technologies, Inc.
Taehoon Kim
tkc@gitechnologies.com