GITS 8-K
Global Interactive Technologies, Inc. (GITS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code: +
| N/A
|
| (Former name or former address if changed since last report) |
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 follow 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 | Name of each exchange on which registered | ||
| The |
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.
CURRENT REPORT ON FORM 8-K
Global Interactive Technologies, Inc.
September 5, 2025
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 5, 2025, the Board of Directors (the “Board”) of Global Interactive Technologies, Inc. (the “Company”) approved and adopted an amendment to the Company’s Bylaws to add a provision authorizing the Board to remove a director for cause in limited, specified circumstances, consistent with the authority granted to the Board under the Company’s Amended and Restated Certificate of Incorporation.
Except as specifically amended above, the Bylaws remain in full force and effect.
The foregoing description of the amended Bylaws is qualified in its entirety by reference to the full text of the Amendment to the Bylaws of the Company, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On the same date, the Board, by the affirmative vote of the disinterested directors, determined that cause existed for the removal of director Aram Ahn pursuant to the amended Bylaws. The Board found that, among other material failures, Mr. Ahn failed to execute certain documents required in his capacity as a director in order to comply with applicable regulatory requirements and contractual obligations, which the Board determined constituted cause under the amended Bylaws. As a result, Mr. Ahn was removed from the Board, effective immediately.
Following Mr. Ahn’s removal, the Board continues to consist of four directors.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth above in Item 5.02 of this Form 8-K is incorporated herein by reference in its entirety.
Item 9.01 Financial Statements and Exhibits.
| (a) | Exhibits. |
| Exhibit Number |
Description | |
| 3.1 | Amendment to Bylaws of Global Interactive Technologies, Inc. | |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). |
1
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: September 9, 2025 | By: | /s/ Taehoon Kim | |
| Name: | Taehoon Kim | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 3.1
AMENDMENT
TO THE
BYLAWS
OF
GLOBAL INTERACTIVE TECHNOLOGIES, INC.
(Adopted by the Board of Directors effective on September 5, 2025)
This Amendment to the Bylaws (the “Bylaws”) of Global Interactive Technologies, Inc., a Delaware corporation (the “Corporation”), hereby amends the Bylaws in the following respects:
Amended Bylaws – Section 3.4(c) Removal of Directors by the Board for Cause
In addition to the rights of stockholders under Section 141(k) of the Delaware General Corporation Law, the Board of Directors shall have the authority to remove any director for Cause, by the affirmative vote of at least two-thirds (2/3) of the disinterested directors then in office; provided, however, that in no event shall removal require fewer than two (2) votes or more than five (5) votes.
For purposes of this Section:
| 1. | Objective Failures. “Cause” shall include: |
| (i) | failure to attend substantially all regular meetings of the Board of Directors during any continuous six-month period without reasonable justification; or |
| (ii) | refusal or failure to execute documents that the director is required to execute in his or her capacity as a director in order for the Corporation to comply with applicable law, regulatory requirements, or contractual obligations in connection with financings, including but not limited to filings or certifications required by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, Nasdaq, or underwriter lock-up agreements and related offering documentation; |
provided that such failure has caused, or reasonably could be expected to cause, material harm to the Corporation’s compliance or financing activities.
| 2. | Other Cause. “Cause” shall also include (i) conviction of a felony involving moral turpitude or dishonesty, or (ii) a final judicial finding of fraud or willful misconduct in connection with service as a director. |
Any removal of a director pursuant to this Section shall be accompanied by written findings adopted by the Board and included in the minutes of the meeting.
Removal under this Section shall be in addition to, and not in limitation of, the rights of stockholders to remove directors under applicable law.
Except as specifically amended above, the Bylaws shall remain in full force and effect.