Global Interactive Technologies, Inc. 8-K

What Happened
Global Interactive Technologies, Inc. announced a Securities Purchase Agreement and related transactions to raise approximately $2.0 million in gross proceeds through a private placement (the PIPE). The agreements were entered June 25, 2026, and the private placement closed on June 29, 2026. The PIPE sold pre-funded warrants (each exercisable for one share at $0.001) and accompanying common stock purchase warrants; each unit was sold at $1.829. The company says net proceeds will be used to repay a convertible promissory note held by FirstFire Global Opportunities Fund, LLC and for general corporate and working capital purposes.

Key Details

• Total gross proceeds: approximately $2,000,000 (before placement agent fee and offering expenses).
• Securities sold: up to 1,092,896 pre-funded warrants and up to 1,092,896 common stock warrants (one pre-funded warrant plus one common warrant per unit).
• Pricing & exercise terms: units sold at $1.829 each; pre-funded warrants exercisable immediately at $0.001 per share; common stock warrants exercisable starting six months after issuance at $1.83 per share and expiring 5.5 years from closing.
• Placement agent: D. Boral Capital LLC, paid 7.0% of gross proceeds plus reimbursement of up to $50,000 in fees/expenses.
• Registration rights: company must file an SEC registration statement within 30 days of closing to cover resale of the warrant shares and fund shares; limited restrictions on issuing additional shares apply (no issuance of shares/Common Stock equivalents until 30 days after the registration statement is effective, and restrictions on variable rate transactions for 90 days).

Why It Matters
This PIPE provides immediate cash (about $2M gross) to reduce debt and support operations, but it also creates potential future dilution: the pre-funded warrants can be converted to common stock (effectively immediately) and the common warrants will enable additional share issuance starting in six months. The registration requirement should allow the investor to resell the issued shares once declared effective, which can affect trading liquidity. Placement agent fees and reimbursements reduce net proceeds available to the company. Investors should watch for the registration statement filing and effectiveness, the timing of any warrant exercises, and any resulting change in share count.