{"url_path":"/sec/gits/8-k/2026-06-30/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1911545/0001493152-26-031219-index.html","accession_number":"0001493152-26-031219","cik":"0001911545","ticker":"GITS","issuer_name":"Global Interactive Technologies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1911545/0001493152-26-031219-index.html","primary_entity_key":"0001911545","primary_entity_name":"Global Interactive Technologies, Inc."},"word_count":808,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\n**Securities\nPurchase Agreement**\n\n \n\nOn\nJune 25, 2026, Global Interactive Technologies, Inc. (the “**Company**”) entered into a Securities Purchase Agreement\n(the “**Securities Purchase Agreement**”) with the purchaser named therein (the “**PIPE Investor**”)\nfor the purpose of raising approximately $2,000,000 in aggregate gross proceeds for the Company before deducting placement agent fees\nand other expenses payable by the Company. Pursuant to the terms of the Securities Purchase Agreement, the Company agreed to issue and\nsell to the PIPE Investor in a private placement (the “**Private Placement**”) (i) pre-funded warrants to purchase\nup to 1,092,896 shares of Common Stock (the “**Pre-Funded Warrants**”), and (ii) Common Stock purchase warrants\n(the “**Common Stock Warrants**”) to purchase up to 1,092,896 shares (the “**Common Stock Warrant Shares**”)\nof the Company’s common stock, par value $0.001 per share (the “**Common Stock**”), at a purchase price of\n$1.829 per Pre-Funded Warrant to purchase one share of Common Stock and accompanying Common Stock Warrant to purchase one share of Common\nStock. Each Pre-Funded Warrant is exercisable for one share of the Common Stock. The Pre-Funded Warrants have an exercise price of $0.001\nper share of Common Stock, are immediately exercisable, and may be exercised at any time until exercised in full. The Common Stock Warrants\nare exercisable commencing on the six (6) month anniversary of the issuance date at an exercise price of $1.83 per Common Stock Warrant\nShare, subject to adjustment, and will expire five and one-half (5.5) years from the Closing Date (as such term is defined below).\n\n \n\nPursuant\nto the Securities Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue, or announce the issuance\nor proposed issuance of any shares of Common Stock or Common Stock Equivalents (as such term is defined in the Securities Purchase Agreement)\nuntil thirty (30) days after the effective date of the registration statement to be filed pursuant to the Registration Rights Agreement\ndiscussed below (the “**Effective Date**”). In addition, the Company agreed to not enter into a Variable Rate Transaction\n(as defined in the Securities Purchase Agreement) until ninety (90) days following the Effective Date, subject to certain exceptions\nas set forth in the Securities Purchase Agreement.\n\n \n\nThe\nPrivate Placement closed on June 29, 2026 (the “**Closing Date**”). The aggregate gross proceeds to the Company\nfrom the Private Placement were approximately $2,000,000, before deducting the placement agent’s fee and offering expenses payable\nby the Company. The Company intends to use the net proceeds from the Private Placement (i) to repay amounts owed under the Company’s\nConvertible Promissory Note held by FirstFire Global Opportunities Fund, LLC and (ii) for general corporate and working capital purposes.\n\n \n\n**Placement\nAgency Agreement**\n\n** **\n\nIn\nconnection with the Private Placement, the Company entered into a Placement Agency Agreement with D. Boral Capital LLC (the “**Placement\nAgent**”), dated June 25, 2026, pursuant to which the Placement Agent acted as the exclusive placement agent for the Company\nin connection with the Private Placement (the “**Placement Agency Agreement**”). Pursuant to the Placement Agency\nAgreement, the Company agreed to pay the Placement Agent a cash fee of 7.0% of the gross proceeds from the Private Placement. In addition,\nthe Company agreed to reimburse the Placement Agent for up to $50,000 of its fees and expenses in connection with the Private Placement.\n\n \n\n \n\n \n\n \n\nThe\nPlacement Agency Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing,\nindemnification obligations of the Company, other obligations of the parties, and termination provisions.\n\n \n\n**Registration\nRights Agreement**\n\n** **\n\nIn\nconnection with the Securities Purchase Agreement, the Company entered into a Registration Rights Agreement with the PIPE Investor (the\n“**Registration Rights Agreement**”), pursuant to which the Company is required to prepare and file a registration\nstatement (the “**Registration Statement**”) with the Securities and Exchange Commission (the “**SEC**”)\nunder the Securities Act of 1933, as amended (the “**Securities Act**”), covering the resale of the Common Stock\nWarrant Shares and the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants. The Company is required to file\nthe Registration Statement with the SEC within 30 days after the Closing Date and is required to have the Registration Statement declared\neffective by the SEC in accordance with the terms of the Registration Rights Agreement.\n\n \n\nThe\nforegoing descriptions of the material terms of the Securities Purchase Agreement, the Common Stock Warrants, the Pre-Funded Warrants,\nthe Placement Agency Agreement and the Registration Rights Agreement, do not purport to be complete and are qualified in their entirety\nby reference to the full texts of the Securities Purchase Agreement, the Form of Common Stock Warrant, the Form of Pre-Funded Warrant,\nthe Placement Agency Agreement and the Registration Rights Agreement, copies of which are filed as Exhibits 10.1, 4.1, 4.2, 10.2 and\n10.3 respectively, to this Current Report on Form 8-K and are incorporated herein by reference."}