Amendment: Global Interactive Technologies Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities
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EXPLANATORY NOTE
This Current Report on Form
8-K/A is being filed to amend the Form 8-K to (i) include Item 3.02 disclosure, (ii) clarify that the issuance and sale of the 462,847
shares of common stock in the Korean Offering were exempt from registration under the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder and (iii) update the conversion
of KRW to USD previously calculated in the Form 8-K. Except as described above, all other information in the Form 8-K filed with the SEC
on June 25, 2025 remains unchanged.
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Item 3.02 Unregistered Sales of Equity Securities.
Between April 20, 2023 and July 31, 2023, Hanryu Holdings, Inc., now known as Global Interactive Technologies, Inc., raised approximately KRW 5.92 billion (or approximately $4,628,500) through the issuance of 462,847 shares of common stock at a price of 1,279 (or $10.00) per share in a private placement to 124 Korean investors. The issuance and sale of these shares of common stock were exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder. The issuance and sale of the shares of common stock were made pursuant to an offshore transaction with non-U.S. persons and no directed selling efforts were made in the United States by the Company, a distributor, any of their respective affiliates or any person acting on behalf of any of the foregoing.
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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. | |||
| Dated: July 14, 2025 | By: | /s/ Taehoon Kim | |
| Name: | Taehoon Kim | ||
| Title: | Chief Executive Officer | ||
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