SEOUL, KR, June 25, 2026 (GLOBE NEWSWIRE) -- Global Interactive Technologies, Inc. (NASDAQ: GITS) (the "Company"), a digital media and technology company, today announced that it has entered into a securities purchase agreement with an institutional investor to purchase 1,092,896 shares of common stock (or pre-funded warrants in lieu thereof) and 1,092,896 accompanying warrants. The combined purchase price of one share of common stock and one accompanying warrant to purchase one share of common stock is $1.83, or the "Minimum Price," pursuant to Nasdaq Rule 5635(d) as of June 25, 2026. The combined purchase price of one pre-funded warrant and one accompanying warrant to purchase one share of common stock is $1.829. The warrants will be exercisable on the six-month anniversary of their issuance, have an exercise price of $1.83 per share and a term of 5.5 years.
The gross proceeds from the offering are expected to be approximately $2.0 million, before deducting commissions and expenses of the offering. The closing of the offering is expected to occur on or about June 26, 2026, subject to the satisfaction of customary closing conditions.
D. Boral Capital LLC is acting as exclusive placement agent for the offering.
The offer and sale of the foregoing securities is made in a private placement in reliance on an exemption from the registration requirement of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and applicable state securities laws. Accordingly, the securities offered in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirement of the Securities Act and such applicable state securities laws. Concurrently with the execution of the securities purchase agreement, the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") registering the common stock and shares of common stock underlying the warrants. Any offering of the Company's securities under the resale registration statement will only be made by means of a prospectus.
The foregoing securities have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the common stock, warrants and underlying shares of common stock may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.