Global Interactive Technologies, Inc 10-Q for FY2026 Q2
Global Interactive Technologies, Inc. (GITS)
About this 10-Q
Global Interactive Technologies, Inc filed this 10-Q on September 9, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $126
- up 334.5% from $29 a year earlier
- Net loss
- $908.43K
- compared with a net loss of $678.05K a year earlier
- Diluted EPS
- -$0.25
- compared with -$0.22 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
For the transition period from __________ to __________
Commission
File Number:
(Exact name of Registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification Number) |
(Address principal executive offices and Zip Code)
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
The
(Nasdaq Capital Market) |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of September 9, 2026, a total of shares of Common Stock (par value $ per share) were issued and outstanding.
TABLE OF CONTENTS
| i |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our management’s beliefs and assumptions and on information currently available to management, and which statements involve substantial risk and uncertainties. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and objectives for future operations are forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward- looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.
These risks and uncertainties include, among other things, the risk that we may not be able to successfully implement our growth strategy due to the following reasons;
| ● | our ability to continue as a going concern given that we have incurred recurring losses from operations, have an accumulated deficit, minimal revenues, cash used in operating activities, dependence on additional financing, and our auditors have stated that substantial doubt exists about our ability to continue as a going concern; | |
| ● | our ability to obtain significant additional capital, which we may be unable to obtain and will require to continue as a going concern; | |
| ● | overall strength and stability of general economic conditions and of the social media platform and content creation industry in the United States and globally; | |
| ● | changes in consumer demand for, and acceptance of, our services, including our platform, as well as social media platforms in general; | |
| ● | changes in the competitive environment, including adoption of technologies, services and products that compete with our own; | |
| ● | our expectations regarding our future operating and financial performance; | |
| ● | our ability to effectively execute our business plan and continue to expand internationally; | |
| ● | our ability to recruit, retain, and motivate skilled personnel, including key members of senior management; | |
| ● | changes in the price of equipment, network infrastructure, hosting and maintenance; | |
| ● | uncertainties around the successful improvement and modification of our existing applications and development of new products and services, which may require significant expenditures and time; | |
| ● | changes in laws or regulations governing our business and operations; | |
| ● | our ability to maintain adequate liquidity and financing sources and an appropriate level of debt on terms favorable to us; | |
| ● | our ability to effectively market our services; | |
| ● | costs and risks associated with litigation brought against us; | |
| ● | our ability to obtain and protect our existing intellectual property protections, including trademarks and copyrights; |
| ● | changes in accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, which could have an effect on earnings; | |
| ● | our ability to maintain the listing of our shares on the Nasdaq Capital Market or our ability to list our shares on any other exchange and maintain such listing; and | |
| ● | other risks described from time to time in periodic and current reports that we file with the SEC. |
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and found on Form 10-K filed for the year ended December 31, 2025. We undertake no obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q or to conform such statements to actual results or revised expectations, except as required by law.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Balance Sheets
As of June 30, 2026 and December 31, 2025
(Unaudited)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance | ||||||||
| Non-trade receivables | ||||||||
| Prepaid expenses and other receivables | ||||||||
| Total current assets | ||||||||
| PROPERTY AND EQUIPMENT, NET | ||||||||
| INTANGIBLE ASSETS, NET | ||||||||
| OPERATING LEASE RIGHT-OF-USE ASSETS | ||||||||
| OTHER ASSETS | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Short-term borrowings | $ | $ | ||||||
| Short-term borrowings from related parties | ||||||||
| Non-trade accounts payable | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Common Stock, $ par value. Authorized | ||||||||
| Additional paid-in and other capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying footnotes are an integral part of these unaudited consolidated financial statements
| F-1 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Statements of Operations
For the Three and Six Months Ended June 30, 2026 and 2025
(Unaudited)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Six Months Ended June 30, | Three Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of Revenue | ||||||||||||||||
| Gross profit (loss) | ||||||||||||||||
| | ||||||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Amortization | ||||||||||||||||
| Lease expense | ||||||||||||||||
| General and Administrative expense | ||||||||||||||||
| Operating cost and expenses | ||||||||||||||||
| OPERATING LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| | ||||||||||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||||||
| Loss on extinguishment of debt | ( | ) | ( | ) | ||||||||||||
| Interest income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain (loss) on foreign currency transactions | ( | ) | ( | ) | ||||||||||||
| Other income (expense), net | ( | ) | ( | ) | ||||||||||||
| Net other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted net loss per share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of shares outstanding: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
The accompanying footnotes are an integral part of these unaudited consolidated financial statements
| F-2 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For the Three and Six Months Ended June 30, 2026 and 2025
(Unaudited)
| Shares | Amount ($0.001 par) | and Other Capital | Accumulated Deficit | Other Comprehensive Gain (Loss) | ||||||||||||||||||||
| Common shares | Additional Paid-in | Accumulated Other | Total | |||||||||||||||||||||
| Shares | Amount ($0.001 par) |
and Other Capital | Accumulated Deficit | Comprehensive Income (Loss) | Stockholders’ Equity | |||||||||||||||||||
| Balance at December 31, 2024 | $ | | $ | | $ | ( | ) | $ | ( | ) | $ | |||||||||||||
| Issuance of common stock upon debt conversion at $ per share | ||||||||||||||||||||||||
| Currency translation adjustment | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Issuance of common stock upon debt conversion at $ per share | ||||||||||||||||||||||||
| Issuance of common stock upon debt conversion at $ per share | ||||||||||||||||||||||||
| Issuance of common stock upon debt conversion at $ per share | ||||||||||||||||||||||||
| Currency translation adjustment | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Common shares | Additional Paid-in | Accumulated Other | Total | |||||||||||||||||||||
| Shares | Amount ($0.001 par) | and Other Capital | Accumulated Deficit |
Comprehensive |
Stockholders’ Equity | |||||||||||||||||||
| Balance at December 31, 2025 | $ | | $ | | $ | ( | ) | $ | ( | ) | $ | | ||||||||||||
| Currency translation adjustment | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Issuance of pre-funded warrants and common stock warrants, net of offering costs | - | |||||||||||||||||||||||
| Currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
The accompanying footnotes are an integral part of these unaudited consolidated financial statements
| F-3 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | ( | ) | $ | ( | ) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of right-of-use asset | ||||||||
| Loss on extinguishment of debt | ||||||||
| Foreign currency transaction loss on repayment of borrowings | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Non-trade receivables | ( | ) | ||||||
| Prepaid expenses and other current assets | ||||||||
| Other assets | ||||||||
| Non-trade accounts payable | ( | ) | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Net cash used in investing activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of pre-funded warrants and common stock warrants, net of offering costs | ||||||||
| Proceeds from short-term borrowings | ||||||||
| Proceeds from short-term borrowings from related parties | ||||||||
| Proceeds from short-term borrowings | ||||||||
| Repayments of short-term borrowings | ( | ) | ||||||
| Repayments of short-term borrowings from related parties | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ||||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND EQUIVALENTS | ( | ) | ||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | $ | $ | ||||||
| SUPPLEMENTARY INFORMATION: | ||||||||
| Cash paid during the period for interest | ( | ) | ( | ) | ||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Offsetting borrowings by converting short-term loans into 908,423 shares of common stock | ||||||||
| Total | ||||||||
The accompanying footnotes are an integral part of these unaudited consolidated financial statements
| F-4 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Loss
For the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Six Months Ended June 30, | Three Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income (loss): | ||||||||||||||||
| Change in foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying footnotes are an integral part of these unaudited consolidated financial statements
| F-5 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 1 — NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Business
Global Interactive Technologies, Inc. (“GITS” or the “Company”), formerly known as Hanryu Holdings, Inc., is a Delaware corporation engaged in the development and operation of FANING, a global digital fan engagement platform focused on Korean entertainment and culture, including K-pop. The FANING platform is designed to enable users to consume, create, share, and engage with digital content and fan communities across mobile and web-based services.
In
2024, the Company acquired
Corporate History
Since the inception of Global Interactive Technologies, Inc. in 2018, we have accomplished a number of key objectives, as follows:
| Date | Event/Milestone | |
| October 18, 2018 | HBC is incorporated under the laws of the ROK with the idea of creating an all-in-one product to capture the growing global momentum and popularity of K-Culture. | |
| October 29, 2020 | HBC establishes FNS,and begins the initial stages of designing and implementing a platform that can create a fandom networking system. | |
| March 11, 2021 | HBC establishes Hanryu Times. Hanryu Times begins operations as HBC’s media outlet, reporting on and providing up-to-date K-Culture news within the FANTOO platform, across a number of languages, including English, Japanese, Chinese (simplified/traditional), Indonesian, Spanish, Russian, and Portuguese. | |
| March 31, 2021 | HBC consummates an agreement and plan of merger (the “Merger Agreement”) with RnDeep, Co. Ltd, a Korean corporation (“RnDeep”), pursuant to which RnDeep merged with and into HBC, with HBC continuing as the surviving corporation (the “RnDeep Acquisition”). As consideration for the RnDeep Acquisition, HBC ratably issued a total HBC common shares, par value $ per share (“Common Shares”), to the former shareholders of RnDeep.
As a result of the RnDeep Acquisition, HBC acquired the underlying technologies that the Company plans on utilizing in the future development of new functions and integrations within the FANTOO platform. Once the FANTOO platform is ready to integrate the technology acquired, this technology will support new functions and integrations including, without limitation, the Company’s enterprise resource planning solution, and its artificial intelligence (“AI”), which the Company plans on using to power many of FANTOO’s upcoming features such as speech synthesis, curated content delivery, deepfake detection and blocking, and nudity detection and blocking. | |
| March 17, 2021 | The FANTOO platform was launched and made available to the public. |
| F-6 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 1 — NATURE OF OPERATIONS AND BASIS OF PRESENTATION (cont.)
| Date | Event/Milestone | |
| June 30, 2021 | HBC
enters into an agreement to acquire all the issued and outstanding common shares of Marine
Island (the “Marine Island Acquisition”), which owns the right to use and occupy
| |
| August 30, 2021 | HBC establishes FANTOO Entertainment. FANTOO Entertainment provides a variety of content to the Company’s FANTOO platform, which contributes to the spread of the Korean Wave by promoting new entertainers and artists. | |
| October 3, 2021 | HBC
consummates a strategic acquisition of % of the outstanding common shares of K-Commerce.
In consideration for the shares of K-Commerce, HBC forgave a short-term loan of $
HBC’s investment into K-Commerce was a strategic acquisition in order to integrate K-Commerce’s retail platform, “SelloveLive” into the FANTOO ecosystem as the FANTOO Fanshop. When launched as the FANTOO Fanshop, K-Commerce’s platform will offer combined services of shopping and live broadcasting, allowing users to easily live-stream travel and share local attractions, local festivals, cultures, and news from around the world.
Prior
to HBC’s acquisition of its shares in K-Commerce, K-Commerce was | |
| October 20, 2021 | Hanryu Holdings is incorporated in the State of Delaware. | |
| February 25, 2022 through May 10, 2022 | Hanryu
Holdings, HBC, and the shareholders of HBC (the “HBC Shareholders”) enter into
a share exchange agreement (the “Share Exchange Agreement”), pursuant to which
the HBC Shareholders agreed to assign, transfer, and deliver, free and clear of all liens,
% of the issued and outstanding Common Shares, representing
Concurrently
with entering into the Share Exchange Agreement, the Company, HBC, and the holders (the “HBC Warrantholders”) of all
outstanding warrants to purchase Common Shares (“HBC Warrants”) enter into a warrant exchange agreement, pursuant to
which the HBC Warrantholders agreed to assign, transfer, and delivery, free and clear of any liens,
The
Warrants and Common Shares of HBC transferred to the Company in the Share Exchange and the Warrant Exchange constituted |
| F-7 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 1 — NATURE OF OPERATIONS AND BASIS OF PRESENTATION (cont.)
| Date | Event/Milestone | |
| June 16, 2022 | Hanryu Holdings, HBC, the HBC Shareholders, and the HBC Warrantholders consummate the Share Exchange and Warrant Exchange concurrently, pursuant to which HBC became a wholly owned subsidiary of the Company, and the HBC Stockholders and HBC Warrantholders, collectively, acquired a controlling interest in the Company. | |
| August 1, 2023 | The shares of the Company are listed at NASDAQ exchange market. | |
| December 28, 2023 | HBC sold whole shares of Hanryu Times, Fantoo Entertainment, and K-Commerce, so the business from the three companies became the discontinued operations. | |
| November 5, 2024 | HBC
sold its | |
| December 4, 2024 | We
acquired | |
| December 28, 2024 | We
sold |
Going Concern
As
of June 30, 2026, the Company had an accumulated deficit of $
These conditions raise substantial doubt about the Company’s ability to continue as a going concern for twelve months after the issuance date of these consolidated financial statements. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management intends to address these conditions by continuing the launch and commercialization of the upgraded Faning 2.0 platform, pursuing K-food products and entertainment-related business ventures, seeking to increase user engagement and monetization, controlling operating costs, and pursuing additional capital through equity financings, borrowings, or other available financing arrangements. However, there can be no assurance that the Company will be successful in implementing these plans or that sufficient funding will be available on terms acceptable to the Company, if at all.
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements follows:
Principles of Consolidation
The consolidated financial statements include the accounts of Global Interactive Technologies, Inc. and its wholly owned subsidiary, FANING KOREA, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.
Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
| F-8 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)
Foreign Currency
The
functional currency of the Company’s Korean subsidiary is the KRW, and the Company’s reporting currency is the U.S. dollar.
Assets and liabilities are translated into U.S. dollars at the exchange rate in effect at each balance sheet date, stockholders’
equity is translated at historical exchange rates, and revenues and expenses are translated at the average exchange rates for the period.
The resulting translation adjustments are included in accumulated other comprehensive income (loss) in the consolidated balance sheets
as of June 30, 2026 and December 31, 2025. The exchange rate was KRW
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.
Significant estimates and assumptions include:
| ● | Fair value measurements including the fair value of the Company’s Common Stock; | |
| ● | Stock-based compensation; | |
| ● | Recoverability, useful lives, and impairment assessments of long-lived and intangible assets; | |
| ● | Valuation allowance relating to the Company’s deferred tax assets; and | |
| ● | Assumptions related to projected future cash flows and commercialization timing. |
Management evaluates these estimates on an ongoing basis using historical experience and various other assumptions believed to be reasonable under the circumstances. Actual results may differ materially from these estimates and assumptions.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed the federal insurance limit.
| F-9 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)
Accounts Receivable
Accounts
receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included
in net cash provided by operating activities in the consolidated statements of cash flows. The Company maintains an allowance for credit
losses for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers
historical losses adjusted to take into account current market conditions and customers’ financial condition in dispute, and the
current receivables aging and current payment patterns. The Company reviews its allowance for credit losses quarterly. Past-due balances
over 90 days and over a specified amount are reviewed individually for collectability. Account balances are written off against the allowance
after all means of collection have been exhausted and the potential for recovery is considered remote. The Company recorded the allowance
of $
Non-Trade Receivables
Non-trade receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on non-trade receivables are included in net cash provided by operating activities in the consolidated statements of cash flows. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its non-trade receivables portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition in dispute, and the current receivables aging and current payment patterns. The Company reviews its allowance for doubtful accounts quarterly. Past-due balances over 90 days and over a specified amount are reviewed individually for collectability. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company recorded the allowance of $0 on the accompanying consolidated balance sheets as of June 30, 2026 and December 31, 2025. The Company does not have any off-balance-sheet credit exposure related to its customers.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
The Company’s current and anticipated revenue sources primarily relate to the FANING platform and related digital services, including subscriptions, in-app purchases, advertising services, digital platform services, user engagement services, content-related services, commissions, and other platform-based monetization activities.
Revenue is recognized when the applicable performance obligations are satisfied. For subscription-based services, revenue is recognized over the subscription period. Revenue from in-app purchases, digital engagement services, advertising, platform services, and content-related services is generally recognized at the point in time or over the period in which the applicable services are provided. Amounts billed or collected in advance of satisfying performance obligations are recorded as deferred revenue.
The Company evaluates whether it acts as principal or agent in revenue transactions in accordance with ASC 606-10-55, Principal versus Agent Considerations. Revenue is reported on a gross basis when the Company controls the promised goods or services prior to transfer to the customer and on a net basis when the Company acts as an agent arranging for goods or services to be provided by another party.
For
the three and six months ended June 30, 2026, the Company recognized revenue of $
| F-10 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)
Cost of Revenue
Cost of revenue consists of costs directly attributable to revenue-generating activities. For the periods presented, the Company did not incur any costs that were directly attributable to revenue-generating activities and, accordingly, no cost of revenue was recorded. Costs associated with the maintenance and operation of the Company’s platform, including hosting and infrastructure costs, are recorded within general and administrative expenses as incurred. The Company will classify costs directly attributable to revenue-generating activities as cost of revenue when such costs are incurred.
Cost of revenue is recognized as the related goods or services are delivered or provided to customers.
Capitalized Software
The Company records software acquired through asset acquisitions at cost. Acquired software is accounted for as a finite-lived intangible asset and is amortized on a straight-line basis over its estimated useful life. The Company evaluates software assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Amortization expense related to capitalized software is included in operating expenses in the consolidated statements of operations for the three and six months ended June 30, 2026 and 2025.
Property, Plant and Equipment
Property, plant and equipment are carried at cost (see Note 4). Depreciation expense is provided over the estimated useful lives of the assets using the straight line method for vehicles and the declining balance method for fixtures and equipment. A summary of the estimated useful lives is as follows:
SCHEDULE OF ESTIMATED USEFUL LIVES
| Classification | Estimated Useful Life in Years | |||
| Fixtures | ||||
| Equipment | ||||
Maintenance and repairs are charged to expense as incurred, while any additions or improvements are capitalized.
The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Impairment of Long-Lived Assets
The Company reviews operating lease right-of-use assets and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of the asset to the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount is not recoverable, an impairment loss is recognized for the amount by which the carrying amount exceeds the asset’s estimated fair value. Impairment losses on long-lived assets held and used are presented within other expenses in the consolidated statements of operations.
| F-11 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)
Concentrations of Credit Risk
Cash
and cash equivalents are financial instruments that potentially subject the Company to concentrations of credit risk. The Company
may maintain deposits in financial institutions in excess of government insured limits. The Company believes that it is not exposed
to significant credit risk as its deposits are held at financial institutions that management believes to be of high credit quality
and the Company has not experienced any losses on these deposits. The Company is also potentially subject to concentrations of
credit risk in its accounts receivable and loans. Credit risk with respect to receivables is limited due to the number of
individuals comprising the Company’s customer base. Credit risk with respect to loans is limited since they are made
principally related to the collaborative activities between the Company and loan holders. Since the Company is directly affected by
the financial condition of its customers and loan holders, management carefully watches if any significant credit risks exist, and
they will take actions to remove or mitigate such risks if there are any. The Company had accounts receivable balances of $
Fair Value of Financial Instruments
The fair value of Company’s financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, debt receivables, debt payables approximate their recorded amounts due to their relatively short settlement terms.
Fair Value Measurements
The Company applies a three-level valuation hierarchy for fair value measurements. The categorization of assets and liabilities within the valuation hierarchy is based on the lowest level of input that is significant to the measurement of fair value.
| Level 1 | Inputs to the valuation methodology utilize unadjusted quoted market prices in active markets for identical assets and liabilities. | |
| Level 2 | Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets and liabilities, quoted prices for identical and similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. | |
| Level 3 | Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of the inputs that market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk. |
A change to the level of an asset or liability within the fair value hierarchy is determined at the end of a reporting period.
| F-12 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)
Basic
earnings (loss) per share is computed by dividing the income or loss by the weighted-average number of outstanding shares of Common Stock
for the applicable period. Diluted earnings (loss) per share is computed by dividing the income or loss by the weighted-average number
of outstanding shares of Common Stock for the applicable period, including the dilutive effect of Common Stock equivalents. Potentially
dilutive Common Stock equivalents primarily consist of warrants issued in connection with financings. The Company calculates net loss
per share in accordance with FASB ASC Topic 260, Earnings Per Share. Shares issuable upon the exercise of pre-funded warrants
for nominal consideration ($
Lease
The Company evaluates contracts at inception to determine whether an arrangement contains a lease in accordance with ASC 842, Leases. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset over the lease term and are recognized at commencement based on the terms of the arrangement.
The Company’s lease arrangement is classified as an operating lease. Because the arrangement does not require future lease payments, no lease liability has been recognized. Lease expense is recognized on a straight-line basis over the lease term.
The Company’s operating lease ROU asset is held by its Korean subsidiary, whose functional currency is the Korean won. The ROU asset is translated into U.S. dollars at exchange rates in effect at each balance sheet date, while lease expense is translated at average exchange rates for the applicable period. Resulting translation adjustments are recorded in accumulated other comprehensive income (loss) in accordance with ASC 830. ROU assets are evaluated for impairment under the long-lived asset guidance of ASC 360.
Refer to Note 6 for additional disclosures related to the Company’s lease.
| F-13 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03 (as clarified by ASU 2025-01 in January 2025), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This standard requires public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items (such as employee compensation, depreciation, and amortization) in the notes to the financial statements. The amendments are effective for annual reporting periods beginning after December 15, 2026. The Company is currently evaluating the potential impact of adopting this standard on its financial statement disclosures.
The Company has evaluated, or is in the process of evaluating, the potential impact of these new accounting standards on its consolidated financial statements and related disclosures. Based on its current assessment, management does not expect the adoption of these standards to have a material impact on the Company’s financial position, results of operations, or cash flows. The Company will continue to monitor developments and evaluate the impact of these standards, including any additional interpretive guidance that may be issued prior to adoption.
NOTE 3 — SHORT-TERM LOAN RECEIVABLES
The
following table summarizes information with regard to short-term loan receivables outstanding as of June 30, 2026 and December 31, 2025.
Interest income from short-term loan receivables was $
SCHEDULE OF SHORT TERM LOAN RECEIVABLES
Interest Rate | June 30, 2026 | December 31, 2025 | ||||||||||
| LA PRIMERA CAPITAL INVESTMENTS | % | $ | $ | |||||||||
| AMERIDGE CORPORATION | % | |||||||||||
| HANRYU BANK CO.LTD | % | |||||||||||
| FNS CO.LTD | % | |||||||||||
| (-) Allowances for credit losses | ( | ) | ||||||||||
| Total short-term loan | - | |||||||||||
| F-14 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 4 — PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT
June 30, 2026 | December 31, 2025 | |||||||
| Fixtures | $ | $ | ||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property plant and equipment, net | $ | $ | ||||||
Total
depreciation expense for the six months ended June 30, 2026 and 2025 was $
NOTE 5 — SOFTWARE
The
Company acquired the software through an asset transfer agreement with its former subsidiary, Hanryu Bank Co., Ltd., from which it sold
all equity interest in December 2024, and through the transfer of the Faning application. The Company recognized the acquisition cost
of $
This software has been accounted for as an intangible asset in accordance with ASC 350 – Intangibles—Goodwill and Other.
The
software is being amortized on a straight-line basis over its estimated useful life of
The
Company reviews the software for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset
may not be recoverable. During the year ended December 31, 2025, management identified impairment indicators, including the Company’s
limited revenue generation from the Faning platform, continuing operating losses, and early-stage commercialization status. As a result,
the Company evaluated the recoverability of the software and recognized an impairment loss of $
During the six months ended June 30, 2026, management identified indicators of impairment related to the FANING platform, including continued minimal revenue generation, continuing operating losses, lower-than-expected commercialization activities, a revised commercialization timeline, and the need for additional financing to execute the Company’s business plan. As a result, management performed a recoverability assessment pursuant to ASC 360-10 for the Faning asset group, which consists primarily of the Faning software intangible asset and the related right-of-use asset utilized in its operations.
Under ASC 360, management first evaluated whether the carrying amount of the asset group was recoverable based on the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. Based on management’s analysis, the aggregate undiscounted future cash flows exceeded the carrying amount of the asset group. Accordingly, the asset group passed the recoverability test and no impairment loss was recognized during the three and six months ended June 30, 2026.
The recoverability analysis was based on management’s updated operating forecast and included significant assumptions regarding future commercialization of the Faning platform, including projected user acquisition beginning in fiscal year 2027, estimated customer acquisition costs, monthly active user conversion rates, user retention, and monetization assumptions. Because the platform has generated minimal revenue since acquisition, these assumptions required significant management judgment and are inherently uncertain. The forecast also assumes the Company’s ability to obtain additional financing beyond the June 2026 private placement to execute its commercialization strategy.
Compared with the assumptions utilized in the Company’s December 31, 2025 impairment assessment, management revised its forecast to reflect an approximate twelve-month delay in commercialization and revenue generation. The delay reduced expected near-term cash flows and was a significant factor in management’s decision to perform an interim recoverability analysis.
Although
management estimated the fair value of the Faning software intangible asset to be approximately $
Management’s recoverability conclusion is sensitive to assumptions regarding projected user acquisition, monthly active user conversion rates, user engagement, and monetization. A meaningful reduction in projected user growth or monetization relative to management’s forecast would cause estimated undiscounted future cash flows to no longer exceed the carrying amount of the asset group. Under such circumstances, management estimates that an impairment charge could range from approximately $1.2 million to $2.3 million, depending on the estimated fair value of the asset group at the time of testing.
| F-15 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 5 — SOFTWARE (cont.)
The carrying value of software consisted of the following:
SCHEDULE OF SOFTWARE ASSETS AND DETERMINED
| June 30, 2026 | December 31, 2025 | |||||||
| Acquisition cost | $ | $ | ||||||
| Less Accumulated amortization | ( | ) | ( | ) | ||||
| Add Foreign currency translation | ||||||||
| Accumulated impairment loss on intangible assets | ( | ) | ( | ) | ||||
| Net book value | $ | $ | ||||||
Amortization
expense related to the software was $
As
of June 30, 2026, the software had a remaining useful life of approximately
SCHEDULE OF AMORTIZATION EXPENSE
| Estimated Amortization | ||||
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total | $ | |||
NOTE 6 — LEASE
The
Company uses approximately
At the time of initial acquisition from Seoul Marina Co., Ltd. “SMC” in July 2021, the Company used the following assumptions:
| ● | Annual
lease cost: | |
| ● | ||
| ● | Assumed
annual rent increase: - | |
| ● | Interest
rate: | |
| ● | 10-year
Korean government bond yield: | |
| ● | Exchange
rate: |
Based
on the assumptions outlined, the Company calculated the present value of
As
the Company initially allocated $
In
December 2024, the Company sold its entire equity interest in Hanryu Bank Co., Ltd. (“HBC”), a subsidiary that held the
rent-free rights to the Seoul Marina building. However, through an asset transfer agreement between the Company and HBC, the Company
acquired the rent-free rights to the Seoul Marina building. The transfer amount was based on the net book value of the ROU asset as
of the contract date and was offset against the Company’s outstanding loan receivable. As of June 30, 2026 and December 31,
2025, the carrying amounts of the ROU asset were $
| F-16 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 6 — LEASE (cont.)
The carrying amount of the ROU asset consisted of the following:
SCHEDULE OF AMOUNT OF OPERATING LEASE RIGHT TO USE OF ASSET
| Six Months Ended June 30, 2026 | Year Ended December 31, 2025 | |||||||
| Operating lease right-of-use asset, beginning balance | $ | $ | ||||||
| Lease expense | ( | ) | ( | ) | ||||
| Foreign currency translation effect | ( | ) | ||||||
| Operating lease right-of-use asset, ending balance | $ | $ | ||||||
The
ROU asset is a KRW-denominated asset of the Company’s Korean subsidiary. It is translated into U.S. dollars at the exchange rate
in effect at each balance sheet date, lease expense is translated at the average exchange rates in effect during the period, and the
resulting translation adjustment is included in accumulated other comprehensive income (loss). The carrying amount reflects the change
in the exchange rate from KRW
During
the three months ended June 30, 2026, the Company determined that the ROU asset as of March 31, 2026 had been translated at an exchange
rate that did not reflect the March 31, 2026 closing rate, which overstated the ROU asset and accumulated other comprehensive income
(loss) by $
As
of June 30, 2026, the remaining term of the arrangement was approximately
NOTE 7 — SHORT-TERM LOAN PAYABLES
The following table summarizes information with regard to short-term loan payables outstanding as of June 30, 2026 and December 31, 2025.
SCHEDULE OF SHORT TERM LOAN PAYABLES OUTSTANDING
| Interest Rate | June 30, 2026 ($) | December 31, 2025 ($) | ||||||||||
| Mijung Oh | % | |||||||||||
| Changhyuk Kang(2) | % | |||||||||||
| Levanston Korea LLC(1) | % | |||||||||||
| Jeyoun Baeg(2) | % | |||||||||||
| Yoonseok Choi(3) | % | |||||||||||
| Corner Piece Capital Partners Pte. Ltd.(4) | % | |||||||||||
| FirstFire Global Opportunities Fund, LLC(5) | % | |||||||||||
| GIT Korea(6) | % | |||||||||||
| Total | ||||||||||||
| (1) | |
| (2) | |
| (3) | |
| (4) | Promissory note issued during the three months ended March 31, 2026 and repaid in full in April 2026. |
| (5) | |
| (6) |
| F-17 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 7 — SHORT-TERM LOAN PAYABLES (cont.)
Levanston Korea LLC
From
time to time, Levanston pays operating expenses to the Company’s vendors on the Company’s behalf. Such payments are recognized
as operating expense and a corresponding credit to short-term borrowings. Expenses paid by Levanston on the Company’s behalf were
$
Corner Piece Capital Partners Pte. Ltd.
During
the three months ended March 31, 2026, the Company borrowed $
FirstFire Global Opportunities Fund, LLC
On
April 22, 2026, the Company issued a promissory note to FirstFire Global Opportunities Fund, LLC (“FirstFire”) with a principal
amount of $
In June 2026, the Company negotiated the settlement with FirstFire Global
Opportunities Fund, LLC and repaid the obligation in full for $
GIT Korea
During
the three months ended June 30, 2026, the Company obtained non-interest-bearing advances from GIT Korea, consisting of a cash advance
of $
| F-18 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 8 — SHORT-TERM LOAN PAYABLES FROM RELATED PARTIES
The following table summarizes information regarding short-term loan payables from related parties as of June 30, 2026 and December 31, 2025. Jaeman Lee is a family member of an independent director of the Company and Hangmuk Shin is the largest shareholder of Global Interactive Technologies, Inc.
SCHEDULE OF SHORT TERM LOAN PAYABLES AND RELATED PARTY OUTSTANDING
| Interest Rate | June 30, 2026 ($) | December 31, 2025 ($) | ||||||||||
| Taehoon Kim | % | (3) | ||||||||||
| Jaeman Lee | % | (1), (3) | ||||||||||
| Hangmuk Shin | % | (2) | ||||||||||
| PixelArc LLC | % | (3) | ||||||||||
| Total | ||||||||||||
| (1) | |
| (2) | |
| (3) |
NOTE 9 — FAIR VALUE MEASUREMENTS
Fair value has been determined on a basis consistent with the requirements of FASB ASC Topic 825, Financial Instruments, and the Company adopted on a prospective basis required provisions of FASB ASC Topic 820, Fair Value Measurement.
Financial Items Measured at Fair Value on a Recurring Basis
The carrying amounts reported in the Condensed Consolidated balance sheet for short-term financial instruments, including cash and cash equivalents, short-term loans, accounts receivable, prepaid expenses, short-term borrowings, accrued expenses and other current liabilities approximate their fair values due to the short maturities of these instruments.
| F-19 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 9 — FAIR VALUE MEASUREMENTS (cont.)
Financial Items Measured at Fair Value on a Nonrecurring Basis
There
are
Non-financial Items Measured at Fair Value on a Nonrecurring Basis
The Company’s long-lived assets, including capitalized software, operating lease right-of-use assets, and other finite-lived assets, are measured at fair value on a nonrecurring basis when events or changes in circumstances indicate that the carrying amount may not be recoverable.
During
the year ended December 31, 2025, the Company identified impairment indicators related to its capitalized software asset, including limited
current revenue generation, continuing operating losses, and revised expectations regarding the timing of commercialization of the Faning
platform. As a result, the Company evaluated the recoverability of the asset and recognized an impairment loss of $
The fair value measurements related to the software impairments were based on significant unobservable inputs and are classified as Level 3 measurements within the fair value hierarchy.
The following table summarizes nonfinancial assets measured at fair value on a nonrecurring basis:
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON NON-RECURRING BASIS
| Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Software (Intangible Asset) — year ended December 31, 2025 | $ | $ | ||||||||||||||
| F-20 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 9 — FAIR VALUE MEASUREMENTS (cont.)
Valuation Technique and Significant Unobservable Inputs (Level 3)
The fair value of the Faning software intangible asset used in the December 31, 2025 impairment measurement was estimated using the Relief-from-Royalty (RfR) method, an income approach. Under the Relief-from-Royalty method, fair value is measured as the present value of the after-tax royalty payments that the Company would hypothetically be required to pay to license the Asset from a third party, assuming the Company did not own it. The hypothetical royalty payments were projected over a discrete forecast period through fiscal 2029, tax-effected at an assumed statutory rate, and discounted to present value using a risk-adjusted discount rate. A mid-year discounting convention was applied to reflect the assumption that cash flows are received evenly throughout each year.
The fair value measurement is categorized within Level 3 of the fair value hierarchy because it relies on significant unobservable inputs, including projected revenues, royalty rate, discount rate, effective tax rate, and management assumptions regarding future monetization of the platform.
The measurement relied on significant
unobservable inputs, including projected revenue, royalty rate, discount rate, conversion rates, and assumptions regarding future commercialization
and monetization of the platform. The significant unobservable inputs included a royalty rate of
The following table summarizes the significant unobservable inputs used in the Level 3 fair value measurements of the Faning software intangible asset as of December 31, 2025.
SCHEDULE OF UNOBSERVABLE INPUTS IN LEVEL 3 FAIR VALUE MEASUREMENT
| Significant Unobservable Input | Value as of December 31, 2025 | |||
| Valuation technique | Relief-from-Royalty method (Income Approach) | |||
| Royalty rate | % | |||
| Discount rate | % | |||
| Remaining useful life | | |||
| Subscription conversion rate | ||||
| MAU conversion rate | % | |||
The projected revenue assumptions incorporate management’s estimates of user growth, user retention, conversion rates, subscription pricing, in-app purchase activity, advertising monetization, and customer acquisition trends.
The fair value measurement is sensitive to changes in significant unobservable inputs. Projected user acquisition, monthly active user conversion, monetization rates, and customer acquisition costs significantly affect expected revenue and cash flow forecasts. A decline in projected user engagement or monetization levels, delays in commercialization activities, or the inability to obtain additional financing required to execute the current business plan could result in materially lower fair value estimates and increase the likelihood of future impairment charges.
June 30, 2026 Recoverability Assessment
During the six months ended June 30, 2026, management identified additional impairment indicators and performed a recoverability assessment of the Faning asset group under ASC 360. The asset group consists primarily of the Faning software intangible asset and the related right-of-use asset utilized in its operations.
The estimated undiscounted future cash flows of the Faning asset group exceeded its carrying amount. Accordingly, the asset group was considered recoverable, the Company did not proceed to the impairment measurement step, and no impairment loss was recognized during the three and six months ended June 30, 2026.
As
supplemental information in evaluating the asset, management estimated that the fair value of the software intangible asset was approximately
$
The June 30, 2026 analysis reflected an approximately twelve-month delay in expected commercialization and revenue generation compared with the assumptions used at December 31, 2025. The analysis included significant assumptions regarding projected user acquisition beginning in fiscal year 2027, customer acquisition costs, monthly active-user conversion rates, user retention, and monetization. The analysis also assumes that the Company will obtain additional financing beyond the June 2026 private placement to execute its commercialization strategy. Because the Faning platform has generated minimal revenue since acquisition, these assumptions involve significant judgment and are subject to substantial uncertainty.
Additional information regarding the impairment indicators, recoverability assessment, significant assumptions, and sensitivity analysis is included in Note 5.
Nonfinancial Items Measured at Fair Value on a Recurring Basis
There are no nonfinancial assets measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025.
| F-21 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 9 — FAIR VALUE MEASUREMENTS (cont.)
Nonfinancial Items Measured at Fair Value on a Nonrecurring Basis
The fair value of long-lived assets is measured whenever the carrying value of a long-lived asset or asset group is not recoverable on an undiscounted cash flow basis. Except for the intangible asset impairments disclosed in Note 5 and above, no impairment was recognized for long-lived assets as of June 30, 2026 and December 31, 2025.
NOTE 10 — SIGNIFICANT NON-CASH TRANSACTION
On
March 19, 2025, the Company issued shares of Common Stock at a conversion price of $
On
May 7, 2025, the Company issued shares of Common Stock at a conversion price of $
On
May 7, 2025, the Company issued shares of Common Stock at a conversion price of $
On
May 7, 2025, the Company issued shares of Common Stock at a conversion price of $
On
May 20, 2025, the Company issued shares of Common Stock at a conversion price of $
On
August 19, 2025, warrants held by Jungok You were exercised at an exercise price of $
During
the six months ended June 30, 2026, lenders paid $
NOTE 11 — SHARE CAPITAL
As
of June 30, 2026 and December 31, 2025, Global Interactive Technologies’ total authorized capital stock is
On
January 27, 2025, the Company effected a
| F-22 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 11 — SHARE CAPITAL (cont.)
On
March 19, 2025, the Company issued shares of Common Stock at a price of $ per share in connection with the conversion of $
On
May 7, 2025, the Company issued shares of Common Stock at a price of $
On
May 7, 2025, the Company issued shares of Common Stock at a price of $
On
May 7, 2025, the Company issued shares of Common Stock at a price of $ per share, plus warrants to purchase
On
May 20, 2025, the Company issued shares of Common Stock at a price of $
On
June 25, 2026, the Company entered into a securities purchase agreement with an institutional investor for the issuance and sale, in
a private placement, of (i) pre-funded warrants to purchase up to
NOTE 12 — COMMITMENTS AND CONTINGENCIES
Legal Matters
Former Chief Financial Officer Employment Matter
The Company’s former Chief Financial Officer, who resigned on December 22, 2025, filed a complaint with the Seoul Eastern District Office of the Korean Ministry of Employment and Labor asserting claims for unpaid wages and severance pay. The named respondent in the complaint is an individual rather than the Company. At the request of the labor inspector, the Company’s Korean counsel has submitted a written legal opinion, and the matter is awaiting the inspector’s determination. Based on the advice of counsel, including Korean Supreme Court precedent under which the Labor Standards Act does not apply to executives in comparable positions, the Company believes that the alleged violations will not be substantiated. The Company has not recorded an accrual for this matter and does not expect its resolution to have a material effect on the Company’s financial position or results of operations.
Korean Securities and Futures Commission Matter
On
November 6, 2024, the Securities and Futures Commission of the Republic of Korea (the “SFC”) imposed an administrative fine
of KRW
Indemnification Agreements
The Company has entered into certain indemnification arrangements. As of June 30, 2026, no claims had been asserted, and no liability had been recognized related to these arrangements. Because any potential obligation is contingent upon future events, the Company is unable to estimate the maximum potential amount of future payments, if any, that may be required.
| F-23 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 13 — RELATED PARTY TRANSACTIONS
The Company conducts transactions with related parties under standard commercial terms and follows appropriate procedures to protect the Company’s interests. Below are the related party transaction details as of June 30, 2026, and December 31, 2025.
Short-Term Loan Payables
SCHEDULE OF RELATED PARTY TRANSACTION
June 30, 2026 ($) | December 31, 2025 ($) | |||||||
| Taehoon Kim | ||||||||
| Jaeman Lee | ||||||||
| Hangmuk Shin | ||||||||
| PixelArc LLC | ||||||||
| Total | ||||||||
| Short term loan | ||||||||
Non-Trade Payables
The
Company has non-trade payables due to Hangmuk Shin in the amount of KRW
Short-Term Loan Payables
Taehoon Kim (CEO)
-
On January 8, 2025, the Company entered into a short-term loan agreement with Taehoon Kim with a principal amount of $
Jaeman lee (Family of an independent director)
-
The Company entered into a short-term loan agreement with Jaeman Lee for the period from July 1, 2024, to December 31, 2024, and the
outstanding loan balance as of December 31, 2024, was $
(The loan was partially deposited in KRW, which may result in a slight difference in the loan amount when converted to USD due to exchange rate fluctuations.)
-
On February 4, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of
-
On February 7, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of
-
On April 7, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of
-
On February 17, 2025, Jaeman Lee, with the Company’s consent, transferred the Company’s loan of $
| F-24 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 13 — RELATED PARTY TRANSACTIONS (cont.)
Short-Term Loan Payables (cont.)
-
On April 11, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of
-
On May 5, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of
-
On July 2, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of
-
On July 24, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of
-
On August 5, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of
-
On December 3, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of
-
The loans from Jaeman Lee that matured between February and May 2026 were not repaid at maturity and remained outstanding, with
interest continuing to accrue at
-
The loans from Jaeman Lee that matured between July and August 2026 were not repaid at maturity and remained outstanding, with interest
continuing to accrue at
Hangmuk Shin (Greater than 10% shareholder)
-
The Company entered into a short-term loan agreement with Hangmuk Shin for the period from July 1, 2024, to December 31, 2024, and the
outstanding loan balance as of December 31, 2024, was $
-
On January 14, 2025, the Company entered into a short-term borrowing agreement with Hangmuk Shin at an interest rate of
-
On March 6, 2025, the Company entered into a short-term borrowing agreement with Hangmuk Shin at an interest rate of
-
On March 24, 2025, the Company entered into a short-term borrowing agreement with Hangmuk Shin at an interest rate of
-
On March 26, 2025, the Company entered into a short-term borrowing agreement with Hangmuk Shin at an interest rate of
| F-25 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 13 — RELATED PARTY TRANSACTIONS (cont.)
Short-Term Loan Payables (cont.)
-
On May 7, 2025, the Company issued shares of Common Stock at a conversion price of $
-
On December 31, 2025, the Company entered into a short-term borrowing agreement with Hangmuk Shin at an interest rate of
-
On January 2, 2026, the Company repaid KRW
-
On January 16, 2026, the Company entered into a short-term borrowing agreement with Hangmuk Shin at an interest rate of
-
On January 23, 2026, the Company entered into a short-term borrowing agreement with Hangmuk Shin at an interest rate of
-
On February 3, 2026, the Company entered into a short-term borrowing agreement with Hangmuk Shin at an interest rate of
-
As of June 30, 2026, the aggregate principal outstanding to Hangmuk Shin was KRW
PixelArc, LLC
-
On February 18, 2025, the Company entered into a short term borrowing agreement with PixelArc, LLC at an interest rate of
-
On April 18, 2025, the Company entered into a short term borrowing agreement with PixelArc, LLC at an interest rate of
-
On May 20, 2025, the Company accepted PixelArc’s proposal and the total loan principal balance of USD $
-
On August 18, 2025, the Company entered into an interest free short term borrowing agreement with PixelArc, LLC, the principal amount
was USD $
-
On February 24, 2026, the Company entered into an interest free short term borrowing agreement with PixelArc LLC, the principal amount
was $
-
As of June 30, 2026, the principal balance of the loans from PixelArc, LLC was $
| F-26 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 14 — NON-TRADE PAYABLES
Non-trade
accounts payable as of June 30, 2026 was $
The following table summarizes the components of non-trade payables by nature as of June 30, 2026 and December 31, 2025:
SCHEDULE OF COMPONENTS OF NON-TRADE PAYABLES BY NATURE
| Components (by Nature) | June 30, 2026 ($) | December
31, 2025 ($) | ||||||
| Professional & Service Fees | ||||||||
| Accrued Salaries & Payroll Obligations | ||||||||
| Operating Expenses | ||||||||
| Total | ||||||||
The Company maintains the 2022 Omnibus Equity Incentive Plan, which provides for the grant of stock options and other equity-based awards. As of June 30, 2026, there were shares remaining available for future issuance under the plan.
| ● | Accounting Policy: The Company measures and recognizes compensation expense for all stock-based payment awards based on their estimated fair value on the grant date. |
| ● | Expense Recognition: Stock-based compensation expense is recognized on a straight-line basis over the requisite service period (usually the vesting period). |
NOTE 16 — SEGMENT INFORMATION
The Company operates its business through its core Faning platform and strategy. As of June 30, 2026, the Company has determined that it operates in a single reportable segment focused on digital fan engagement services.
While the Company’s operations are primarily supported by its subsidiary, FANING KOREA, LLC, located in Seoul, Republic of Korea, the majority of its long-lived assets and revenues are managed as a single global ecosystem.
NOTE 17 — WARRANTS
The Company has issued warrants in connection with debt-to-equity conversion transactions and private placement financing transactions, as described below.
-
On May 7, 2025, the Company issued shares of Common Stock at a conversion price of $
-
On May 7, 2025, the Company issued shares of Common Stock at a conversion price of $
| F-27 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 17 — WARRANTS (cont.)
-
On May 7, 2025, the Company issued shares of Common Stock at a conversion price of $
All
warrants issued above have a contractual term of five years and expire on the fifth anniversary of the issuance date (May 7, 2030). Subsequently,
on August 19, 2025, warrants held by Jungok You were exercised in full at an exercise price of $
Private Placement Warrants
On
June 29, 2026, the Company completed a private placement pursuant to a Securities Purchase Agreement dated June 25, 2026 with an institutional
investor, resulting in gross proceeds of $
In
connection with the private placement, the Company issued Pre-Funded Warrants to purchase up to
The following table summarizes the Company’s warrant activity for the period ended June 30, 2026:
SCHEDULE OF WARRANT ACTIVITIES
| Warrant Activity | Number of Warrants | Weighted- Average Exercise Price ($) | Weighted- Average Remaining Contractual Term (Yrs) | |||||||||
| Outstanding at December 31, 2024 | - | |||||||||||
| Granted (May 7, 2025) | ||||||||||||
| Exercised (August 19, 2025) | ) | - | ||||||||||
| Expired / Forfeited | - | |||||||||||
| Outstanding at December 31, 2025 | ||||||||||||
| Exercisable at December 31, 2025 | ||||||||||||
| Granted | ||||||||||||
| Exercised | - | |||||||||||
| Expired / Forfeited | - | |||||||||||
| Outstanding at June 30, 2026 | ||||||||||||
| Exercisable at June 30, 2026 | ||||||||||||
| F-28 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 17 — WARRANTS (cont.)
Warrants Outstanding at June 30, 2026:
SCHEDULE OF WARRANTS OUTSTANDING
| Warrant Type | Number of Warrants | Exercise Price | Exercisable at June 30, 2026 | Expiration | ||||||||||
| Warrants issued in 2025 debt conversions | $ | | ||||||||||||
| Pre-Funded Warrants | $ | |||||||||||||
| Common Stock Warrants | $ | |||||||||||||
| Total | ||||||||||||||
2026 Private Placement Warrants
The Company evaluated the Pre-Funded Warrants and the Common Stock Warrants under ASC 480, Distinguishing Liabilities from Equity, and ASC 815-40, Contracts in Entity’s Own Equity, and concluded that both instruments are indexed to the Company’s own stock and meet the conditions for equity classification. Neither instrument requires the Company to net-cash settle an exercise, and the fundamental-transaction provisions of the Common Stock Warrants could require a cash payment only upon events within the Company’s control or in circumstances in which holders of Common Stock receive the same form of consideration. Accordingly, the warrants were recorded in additional paid-in capital at issuance and are not subsequently remeasured at fair value.
The
gross proceeds of $
SCHEDULE OF VALUATION PERFORMED USING ASSUMPTIONS AS OF GRANT DATE
| Assumptions: | June 29, 2026 | |||
| Stock price | $ | |||
| Exercise price | $ | |||
| Expected term (contractual) | ||||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected dividend yield | % | |||
The fair value measurement of the Common Stock Warrants is a nonrecurring Level 3 measurement, reflecting the significant unobservable volatility input; it was made solely to allocate the issuance proceeds, and the warrants are not remeasured in subsequent periods. As of June 30, 2026, all Pre-Funded Warrants and all Common Stock Warrants were outstanding and unexercised, and shares of Common Stock were reserved for issuance upon their exercise. In connection with the placement, the Company entered into a registration rights agreement requiring the Company to register the resale of the shares underlying the warrants, and filed the required registration statement on Form S-1 on July 29, 2026, within the 30-day contractual deadline.
| F-29 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 17 — WARRANTS (cont.)
Warrants Issued in 2025 Debt Conversions
In
accordance with ASC 470-50, the Company measured the fair value of the
The valuation was performed using the following assumptions as of the grant date (May 7, 2025):
SCHEDULE OF VALUATION PERFORMED USING ASSUMPTIONS AS OF GRANT DATE
| Assumption | Input | |||
| Stock price at grant date | $ | |||
| Risk-free interest rate | % | |||
| Expected volatility | % | |||
| Expected term | ||||
| Expected dividend yield | % | |||
Based on the assumptions above, the specific valuation components by each warrant holder tranche are summarized as follows:
SCHEDULE OF VALUATION ASSUMPTIONS COMPONENTS BY EACH WARRANT HOLDER TRANCHE
| Holder | Warrants Issued | Exercise Price | FV/Warrant ($) | Total Warrant FV ($) | ||||||||||||
| Hangmuk Shin | $ | |||||||||||||||
| Jeyoun Baeg | $ | |||||||||||||||
| Jungok You | $ | |||||||||||||||
| Total | ||||||||||||||||
The
aggregate fair value of the
| F-30 |
GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 18 — INCOME TAXES
The Company continues to maintain a full valuation allowance against its net deferred tax assets and did not recognize an income tax benefit on current-period losses. Management is not aware of any material changes in its overall income tax position, including uncertain tax positions, during the three and six months ended June 30, 2026. In addition, no deferred tax asset has been recognized with respect to FANING Korea’s loss carryforwards.
The Company’s net operating loss carryforwards may be subject to limitations under Section 382 of the Internal Revenue Code if an ownership change, as defined by the Code, has occurred. Management is not aware of any events or developments during the quarter that would require modification of its previously disclosed position regarding the potential limitation of such carryforwards.
NOTE 19 — SUBSEQUENT EVENTS
The Company evaluated subsequent events in accordance with ASC 855, Subsequent Events, through the date these condensed consolidated financial statements were issued, and identified the following events requiring disclosure:
-
On July 2, 2026 and July 8, 2026, the Company repaid in full the outstanding principal and accrued interest on its loans from Taehoon
Kim, PixelArc LLC and Jaeman Lee, totaling approximately $
-
On July 29, 2026, the Company terminated its Equity Purchase Agreement and related Registration Rights Agreement with Hudson Global Ventures,
LLC. The agreement, originally executed on March 26, 2026, provided the Company with access to an equity line of credit of up to $
- On July 29, 2026, the Company filed a registration statement on Form S-1 registering the resale of the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and Common Stock Warrants (Note 17).
-
On August 13, 2026, holders exercised
- On August 20, 2026, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that, because the Company had not timely filed this Quarterly Report on Form 10-Q, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1). The notice has no immediate effect on the listing of the Company’s Common Stock. Under Nasdaq rules, the Company has 60 calendar days from the date of the notice to submit a plan to regain compliance, and the Company expects the filing of this report to cure the deficiency.
- On September 1, 2026, the Company entered into a Share Purchase Agreement to acquire 100% of the issued and outstanding
shares of AST Co., Ltd. for a purchase price of KRW
| F-31 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Global Interactive Technologies, Inc. (“Global Interactive Technologies” or the “Company”) is a Delaware corporation operating and developing Faning, a global digital fan engagement platform focused on Korean entertainment and culture, including K-pop.
Faning is designed to support online fan communities, user interaction, multilingual communication, and digital engagement experiences across mobile and web-based services. The platform evolved from the legacy Fantoo platform ecosystem.
The Company’s primary operational focus has been the continued development, maintenance, and support of the Faning platform, along with preparation for future commercialization initiatives. The Company also focused on public company compliance activities, operational restructuring, and financing initiatives.
Although the Company continued developing monetization-related functionality including digital engagement features, subscription-related functionality, and advertising infrastructure, the Faning platform remained in an early-stage commercialization phase as of June 30, 2026. Revenue generated from the platform during the fiscal year ended December 31, 2025 and the six months ended June 30, 2026 remained limited.
The Company believes that continued global interest in Korean entertainment and culture may create future opportunities for user engagement and platform growth; however, the Company’s future growth and commercialization efforts remain subject to substantial uncertainty, including user adoption, successful execution of monetization initiatives, availability of capital resources, and overall market conditions.
Faning Platform
The Faning platform includes community engagement tools, messaging and communication features, multilingual support functionality, user-generated content capabilities, and digital participation systems intended to facilitate interaction among users with shared entertainment and cultural interests.
The Company has also explored and developed various monetization initiatives associated with the platform, including digital engagement tools, subscription-related functionality, advertising infrastructure, and other fandom-related digital services. As of June 30, 2026, these monetization initiatives remained in early stages of commercialization.
June 30, 2026 Recoverability Assessment
During the six months ended June 30, 2026, management identified indicators of impairment related to the FANING platform, including continued minimal revenue generation, continuing operating losses, lower-than-expected commercialization activities, a revised commercialization timeline, and the need for additional financing to execute the Company’s business plan. As a result, management performed a recoverability assessment pursuant to ASC 360-10 for the Faning asset group, which consists primarily of the Faning software intangible asset and the related right-of-use asset utilized in its operations.
Under ASC 360, management first evaluated whether the carrying amount of the asset group was recoverable based on the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. Based on management’s analysis, the aggregate undiscounted future cash flows exceeded the carrying amount of the asset group. Accordingly, the asset group passed the recoverability test and no impairment loss was recognized during the three and six months ended June 30, 2026.
The recoverability analysis was based on management’s updated operating forecast and included significant assumptions regarding future commercialization of the Faning platform, including projected user acquisition beginning in fiscal year 2027, estimated customer acquisition costs, monthly active user conversion rates, user retention, and monetization assumptions. Because the platform has generated minimal revenue since acquisition, these assumptions required significant management judgment and are inherently uncertain. The forecast also assumes the Company’s ability to obtain additional financing beyond the June 2026 private placement to execute its commercialization strategy.
Compared with the assumptions utilized in the Company’s December 31, 2025 impairment assessment, management revised its forecast to reflect an approximate twelve-month delay in commercialization and revenue generation. The delay reduced expected near-term cash flows and was a significant factor in management’s decision to perform an interim recoverability analysis.
Although management estimated the fair value of the Faning software intangible asset to be approximately $2.2 million as of June 30, 2026, compared with its carrying amount of approximately $2.7 million, no impairment charge was recognized. Under ASC 360, impairment is recognized only if the carrying amount of the asset group exceeds the sum of its estimated undiscounted future cash flows. Because the estimated undiscounted future cash flows exceeded the carrying amount of the asset group, the Company concluded the asset group was recoverable and did not proceed to the impairment measurement step.
Management’s recoverability conclusion is sensitive to assumptions regarding projected user acquisition, monthly active user conversion rates, user engagement, and monetization. A meaningful reduction in projected user growth or monetization relative to management’s forecast would cause estimated undiscounted future cash flows to no longer exceed the carrying amount of the asset group. Under such circumstances, management estimates that an impairment charge could range from approximately $1.2 million to $2.3 million, depending on the estimated fair value of the asset group at the time of testing.
Key Performance Indicators
Management monitors certain operational metrics and key performance indicators (“KPIs”) to evaluate platform activity and future business opportunities. These metrics include registered users, monthly active users (“MAUs”), average revenue per user (“ARPU”), and user acquisition cost (“UAC”).
The legacy Fantoo platform historically accumulated approximately 26.6 million registered accounts as of December 31, 2024. The Company views this historical registered account base as a potential long-term strategic asset; however, the Company did not complete a migration or reactivation of this historical user base during 2025 or the six months ended June 30, 2026 and cannot currently predict the extent to which such historical users may become active users, retained users, or monetizable users within the Faning platform.
ARPU remained limited during 2025 and the six months ended June 30, 2026 as the Company continued operating in an early-stage commercialization phase. Management expects that future operational performance, if commercialization initiatives are successfully implemented, may depend on user engagement, monetization adoption, marketing efficiency, and broader platform growth initiatives.
| 1 |
Recent Developments
Hudson Global Ventures Equity Purchase Agreement. On March 26, 2026, the Company entered into an Equity Purchase Agreement with Hudson Global Ventures, LLC. Pursuant to the Agreement, the Company had the right, but not the obligation, to sell to the Hudson Global Ventures, LLC, from time to time, shares of its Common Stock having an aggregate purchase price of up to $18,000,000, subject to the terms and conditions set forth in the Equity Purchase Agreement. On July 29, 2026, the Company terminated the Equity Purchase Agreement. No shares of Common Stock were sold to Hudson Global Ventures, LLC pursuant to the Equity Purchase Agreement.
FirstFire Promissory Note. On April 22, 2026, the Company issued a promissory note to FirstFire Global Opportunities Fund, LLC with a principal amount of $550,000, an original issue discount of $44,000 and guaranteed first-year interest of $49,500, for net cash proceeds of $460,580. Pursuant to the terms of the promissory note, the Company became obligated to repay the note following the completion of the June 2026 financing transaction. In June 2026, the Company negotiated the settlement with FirstFire Global Opportunities Fund, LLC and repaid the obligation in full for $650,000. The repayment consisted of $550,000 of principal, $49,500 of contractual interest, and a $50,500 settlement premium. The repayment was funded with a portion of the proceeds received from the Company’s private placement completed in June 2026. The Company recognized interest expense of $49,500 and a loss on extinguishment of debt of $139,920, consisting of the write-off of the $89,420 unamortized discount and the $50,500 premium, for the three and six months ended June 30, 2026. See Note 7 “Short-Term Loan Payables” to the Condensed Consolidated Financial Statements.
Private Placement. On June 25, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an institutional investor (the “PIPE Investor”) pursuant to which the Company agreed to issue and sell to the PIPE Investor in a private placement (the “Private Placement”) (i) pre-funded warrants to purchase up to 1,092,896 shares of Common Stock (the “Pre-Funded Warrants”), and (ii) Common Stock purchase warrants (the “Common Stock Warrants”) to purchase up to 1,092,896 shares of Common Stock, at a purchase price of $1.829 per Pre-Funded Warrant and accompanying Common Stock Warrant. The Private Placement closed on June 29, 2026 for gross proceeds of $1,998,907 and net proceeds of $1,808,907 after placement agent fees and expenses of $189,999. No shares of Common Stock were issued at the closing. The Pre-Funded Warrants have an exercise price of $0.001 per share and are immediately exercisable. The Common Stock Warrants have an exercise price of $1.83 per share, subject to adjustment, become exercisable on December 25, 2026 and expire on December 25, 2031. The Company used a portion of the net proceeds to repay the FirstFire note and, subsequent to quarter end, its loans from related parties, and intends to use the remainder for working capital and general corporate purposes. On July 29, 2026, the Company filed a registration statement on Form S-1 registering the resale of the 2,185,792 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and Common Stock Warrants. On August 13, 2026, 528,896 Pre-Funded Warrants were exercised for 528,896 shares of Common Stock, and the placement agent remitted the related prepaid nominal exercise proceeds to the Company. No Common Stock Warrants had been exercised as of the date of this report. See Note 11 “Share Capital” and Note 17 “Warrants” to the Condensed Consolidated Financial Statements.
On July 2, 2026 and July 8, 2026, the Company repaid in full the outstanding principal and accrued interest on its loans from Taehoon Kim, PixelArc LLC and Jaeman Lee, totaling approximately $81,700 of principal. See Note 8 “Short-Term Loan Payables From Related Parties” and Note 13 “Related Party Transactions” to the Condensed Consolidated Financial Statements.
On August 20, 2026, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that, because the Company had not timely filed this Quarterly Report on Form 10-Q, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1). The notice has no immediate effect on the listing of the Company’s Common Stock. Under Nasdaq rules, the Company has 60 calendar days from the date of the notice to submit a plan to regain compliance, and the Company expects the filing of this report to cure the deficiency.
On September 1, 2026, the Company entered into a Share Purchase Agreement to acquire 100% of the issued and outstanding shares of AST Co., Ltd. for a purchase price of KRW 10,000,000. The agreement also contemplates potential shareholder loan financing of up to KRW 1,140,000,000 to support repayment of certain existing liabilities of AST Co., Ltd., as well as the issuance of warrants to certain parties, subject to board approvals, regulatory requirements, completion of due diligence, and other closing conditions. Because the transaction had not closed as of the issuance date of these financial statements, no assets or liabilities related to the acquisition have been recognized.
| 2 |
Results of Operations
Comparison of Results of Operations for the Three and Six Months Ended June 30, 2026 and 2025
| Line Item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Change | |||||||||||||
| Revenue | 222 | 29 | 193 | N/M | ||||||||||||
| Operating Expenses | 1,212,500 | 1,240,428 | (27,928 | ) | (2.3 | )% | ||||||||||
| Other Expenses | 193,145 | 4,331 | 188,814 | 4359.6 | % | |||||||||||
| Net Loss | 1,405,423 | 1,244,730 | 160,693 | 12.9 | % | |||||||||||
| Cash and Cash Equivalents | 1,162,141 | 10,883 | 1,151,258 | 10,578.5 | % | |||||||||||
| Stockholders’ Equity | 3,776,122 | 5,790,042 | (2,013,920 | ) | (34.8 | )% | ||||||||||
Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Change | % Change | |||||||||||||
| Revenue | 126 | 29 | 97 | N/M | ||||||||||||
| Operating Expenses | 716,053 | 676,960 | 39,093 | 5.8 | % | |||||||||||
| Other Expenses | 192,503 | 1,118 | 191,385 | 17,118.5 | % | |||||||||||
| Net Loss | 908,430 | 678,049 | 230,381 | 34.0 | % | |||||||||||
Revenues and Cost of Sales
Revenue for the three months ended June 30, 2026 was $126, compared to $29 for the three months ended June 30, 2025, and revenue for the six months ended June 30, 2026 was $222, compared to $29 for the six months ended June 30, 2025. Revenue in both periods was generated by the Faning platform and relates primarily to subscriptions and in-app purchases. The upgraded platform was relaunched in April 2025 and began generating revenue in May 2025, so the prior-year periods reflect only the initial weeks of monetization. Revenue remains limited because the platform is in an early stage of commercialization, and revenue for the first half of 2026 was below the level recognized in the second half of 2025.
Cost of sales was $0 for each of the three and six months ended June 30, 2026 and 2025.
Operating expenses
Operating expenses for the three months ended June 30, 2026 were $716,053, compared to $676,960 for the three months ended June 30, 2025, an increase of $39,093, or 5.8%. The increase was primarily attributable to higher general and administrative expense of $112,327, including legal and accounting expenses associated with the Company’s commercialization efforts, regulatory filings, Nasdaq compliance matters, and the June 2026 private placement, and is partially offset by a decrease in amortization of $69,287. Lease expense associated with the rent-free Seoul Marina right-of-use asset was $54,945 for the three months ended June 30, 2026 and was non-cash.
Operating expenses for the six months ended June 30, 2026 were $1,212,500, compared to $1,240,428 for the six months ended June 30, 2025, a decrease of $27,928, or 2.3%. The decrease was primarily attributable to a decrease in amortization expense of $129,919 associated with the Faning software intangible asset, partially offset by an increase in general and administrative expense of $106,523 primarily due to commercialization activities, regulatory and compliance matters, legal and accounting support for the June 2026 private placement. Operating expenses for the six months ended June 30, 2026 primarily consisted of amortization expense of $378,632, lease expense of $111,273, legal and professional fees of approximately $337,000, marketing expense of $165,000, directors’ fees of $72,000, salary expense of $68,300, annual fee expense of $56,000, and other general and administrative expenses.
Other income and (expense)
Net other expense for the three and six months ended June 30, 2026 was $192,503 and $193,145, compared to $1,118 and $4,331 for the prior-year periods. The 2026 amounts primarily consist of the $139,920 loss on extinguishment of the FirstFire note, $1,943 foreign currency transaction loss, and interest expense of $50,640 and $51,282, respectively, principally the $49,500 of guaranteed interest on that note and interest on the Company’s other short-term borrowings.
| 3 |
Net loss
As a result of the foregoing, we recorded a net loss of $908,430, or $(0.25) per basic and diluted share, for the three months ended June 30, 2026, compared to a net loss of $678,049, or $(0.22) per share, for the three months ended June 30, 2025, and a net loss of $1,405,423, or $(0.38) per basic and diluted share, for the six months ended June 30, 2026, compared to a net loss of $1,244,730, or $(0.41) per share, for the six months ended June 30, 2025.
Known Trends and Uncertainties
The Company remains in an early stage of commercialization. Revenue is minimal, was below the level recognized in the second half of 2025, and does not cover the Company’s operating costs; whether the marketing investment made in the second quarter of 2026 converts into revenue is not yet determinable. The Company expects legal and professional fees to remain elevated while the matters described in Note 12 “Commitments and Contingencies” to the Condensed Consolidated Financial Statements are pending, and its ability to fund operations, marketing and platform development depends on obtaining additional capital, as described under Liquidity and Capital Resources and in Note 1, which discusses substantial doubt about the Company’s ability to continue as a going concern.
Liquidity and Capital Resources
As of June 30, 2026, the Company had $1,162,141 of cash on hand, compared to $6,990 at December 31, 2025. The increase reflects the net proceeds of $1,808,907 from the June 2026 private placement, partially offset by the repayment of the FirstFire note and other short-term borrowings and by cash used in operations.
Six Months Ended June 30, 2026 ($) | Six Months Ended June 30, 2025 ($) | Change ($) | ||||||||||
| Net cash used in operating activities | (558,921 | ) | (529,645 | ) | 29,276 | |||||||
| Net cash provided by investing activities | - | - | - | |||||||||
| Net cash provided by financing activities | 1,703,371 | 558,071 | 1,145,300 | |||||||||
| Net change in cash | 1,144,450 | 28,426 | 1,116,024 | |||||||||
| Effect of Exchange Rates on Cash and Equivalents | 10,701 | (19,895 | ) | 30,596 | ||||||||
| Cash, beginning of period | 6,990 | 2,352 | 4,638 | |||||||||
| Cash, end of period | 1,162,141 | 10,883 | 1,151,258 | |||||||||
During the six months ended June 30, 2026, the Company had a net loss of $1,405,423.
Cash used in operating activities was $558,921 for the six months ended June 30, 2026, compared to $529,645 for the six months ended June 30, 2025. The 2026 amount included the net loss as of June 30, 2026 of $1,405,423 adjusted for non-cash charges of $378,632 of amortization of the Faning software, $111,273 of non-cash lease expense, the $139,920 loss on extinguishment of the FirstFire note, and the Company deferred payment of $261,046 of accrued expenses, primarily directors’ compensation and legal and professional fees, partially offset by a $62,745 reduction in non-trade accounts payable.
Cash used in investing activities was $0 for each of the six months ended June 30, 2026 and 2025.
Cash provided by financing activities was $1,703,371 for the six months ended June 30, 2026, compared to $558,071 for the six months ended June 30, 2025. During the six months ended June 30, 2026, the Company received net proceeds of $1,808,907 from the June 2026 private placement, net proceeds of $460,580 from the FirstFire note and $66,057 of cash advances from GIT Korea, $14,417 from Levanston, Corner Piece Capital $46,200 and Faning Korea $1,562, and repaid $696,501 of short-term borrowings, including $600,500 to FirstFire (principal of $550,000 and the $50,500 premium), $68,000 to GIT Korea, $46,200 to Corner Piece Capital Partners, and $18,000, net to Levanston. The six months ended June 30, 2025 consisted primarily of $528,015 of proceeds from short-term borrowings.
| 4 |
In June 2026, the Company completed a private placement of Pre-Funded Warrants and Common Stock Warrants for net proceeds of approximately $1.8 million, which the Company used to repay the FirstFire note and, subsequent to quarter end, its loans from related parties, and intends to use for working capital and general corporate purposes. The private placement did not result in the issuance of common shares at closing; up to 2,185,792 shares are issuable upon exercise of the warrants, of which the Common Stock Warrants would provide up to approximately $2.0 million of additional proceeds if exercised in full for cash at $1.83 per share. During the six months ended June 30, 2026, the Company also funded a portion of its operating costs through non-interest-bearing advances from Levanston, which paid $14,417 of expenses on the Company’s behalf during the period ($60,199 during fiscal 2025); the Company repaid $42,000 of these advances on April 24, 2026, and $34,703 remained outstanding at June 30, 2026. These proceeds do not alleviate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern, and the Company will require additional financing to fund its operations, marketing and platform development.
Going Concern
As of June 30, 2026, the Company had an accumulated deficit of $43,939,617 and working capital of $32,014, and it incurred a net loss of $1,405,423 and used $558,921 of cash in operating activities for the six months ended June 30, 2026. The Company’s working capital at June 30, 2026 reflects the net proceeds of $1,808,907 from the private placement of Pre-Funded Warrants and Common Stock Warrants completed on June 29, 2026 (Note 17 “Warrants” to the Condensed Consolidated Financial Statements); revenue from the Faning platform remains minimal and does not cover the Company’s operating costs.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern for twelve months after the issuance date of these consolidated financial statements. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management intends to address these conditions by continuing the launch and commercialization of the upgraded Faning 2.0 platform, pursuing K-food products and entertainment-related business ventures, seeking to increase user engagement and monetization, controlling operating costs, and pursuing additional capital through equity financings, borrowings, or other available financing arrangements. However, there can be no assurance that the Company will be successful in implementing these plans or that sufficient funding will be available on terms acceptable to the Company, if at all.
Off-Balance Sheet Arrangements
As of June 30, 2026, the Company did not have any off-balance sheet arrangements, as defined under applicable SEC rules, that have or are reasonably likely to have a material current or future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures, or capital resources.
Critical Accounting Policies and Estimates
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.
Significant estimates and assumptions include:
| ● | Fair value measurements (including the fair value of the Company’s common stock); | |
| ● | Stock-based compensation; | |
| ● | Recoverability, useful lives, and impairment assessments of long-lived and intangible assets; | |
| ● | Valuation allowance relating to the Company’s deferred tax assets; and | |
| ● | Assumptions related to projected future cash flows and commercialization timing. |
| 5 |
Management evaluates these estimates on an ongoing basis using historical experience and various other assumptions believed to be reasonable under the circumstances. Actual results may differ materially from these estimates and assumptions.
Contractual Obligations
As of June 30, 2026, the Company did not have any material long-term contractual obligations, other than obligations incurred in the ordinary course of business, including accrued professional fees and other accounts payable reflected in the Company’s consolidated financial statements.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03 (as clarified by ASU 2025-01 in January 2025), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This standard requires public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items (such as employee compensation, depreciation, and amortization) in the notes to the financial statements. The amendments are effective for annual reporting periods beginning after December 15, 2026. The Company is currently evaluating the potential impact of adopting this standard on its financial statement disclosures.
The Company has evaluated, or is in the process of evaluating, the potential impact of these new accounting standards on its consolidated financial statements and related disclosures. Based on its current assessment, management does not expect the adoption of these standards to have a material impact on the Company’s financial position, results of operations, or cash flows. The Company will continue to monitor developments and evaluate the impact of these standards, including any additional interpretive guidance that may be issued prior to adoption.
We have determined that all other issued, but not yet effective accounting pronouncements are inapplicable or insignificant to us and once adopted are not expected to have a material impact on our financial position.
| 6 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures Our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under “Exchange Act”), as of June 30, 2026. Based on such evaluation, our Chief Executive Officer, who has also served as the Company’s Principal Financial and Accounting Officer since May 18, 2026, has concluded that as of June 30, 2026, our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified by Securities and Exchange Commission (“SEC”) rules and forms and (b) is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial and Accounting Officer, as appropriate, to allow timely decisions regarding any required disclosure.
Following the resignation of the Company’s former Chief Financial Officer on December 22, 2025, the Company operated without a separately designated Principal Financial Officer until May 18, 2026, when the Chief Executive Officer formally assumed the role of Principal Financial and Accounting Officer. During the transition, the Company relied on management oversight and outside accounting and professional advisors to support its financial reporting process.
Management acknowledges the observation and understands the importance of establishing formal risk assessment procedures and strengthening segregation of duties. Due to the Company’s current size and limited resources, certain functions remain concentrated. However, management plans to gradually enhance internal control procedures, including periodic risk assessments and improved review processes, as the Company continues to grow.
Management acknowledges the need to further strengthen the accounting team’s technical knowledge of U.S. GAAP. The Company intends to continue working with external consultants and advisors and will provide additional training and supervision to improve the accuracy and consistency of financial reporting.
Management recognizes the importance of specialized U.S. GAAP expertise. The Company will continue to engage external accounting professionals and technical consultants when necessary and intends to strengthen internal capabilities over time through additional training and recruitment efforts, subject to available resources.
Management acknowledges the deficiency related to the identification and disclosure assessment of related parties. The Company has taken corrective actions with respect to the identified related-party disclosure deficiency and is implementing enhanced procedures designed to improve the identification, documentation, evaluation, and review of related-party relationships and transactions prior to future SEC filings. Management also plans to enhance disclosure review controls and communication processes to support the completeness and accuracy of related-party disclosures.
These material weaknesses could result in a misstatement of account balances or disclosures such that a material misstatement of the Company’s annual or interim financial statements may not be prevented or detected on a timely basis. Notwithstanding the identified material weaknesses, management performed additional analyses and other procedures and concluded that the consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented in conformity with U.S. GAAP.
Changes in Internal Control Over Financial Reporting
Except as described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 7 |
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
On November 6, 2024, the Securities and Futures Commission of Korea (the “SFC”), a body of the Financial Services Commission of Korea, imposed an administrative fine of KRW 142,100,000 (approximately $0.1 million) on Hanryu Holdings, Inc. (the former name of the Company), alleging that the Company failed to submit a securities registration statement in Korea in connection with the portion of the IPO funds raised from Korean investors in 2023.
In response, the Company contested the notice, asserting that it only held an information session without soliciting subscriptions, and that Hanryu Holdings, Inc. is a U.S. corporation not subject to Korean regulations and therefore not obligated to file a securities registration statement in Korea. However, on March 27, 2025, the SFC rejected the Company’s objection.
As a result, on June 24, 2025, the Company filed an administrative appeal with the Korea Central Administrative Appeals Commission seeking cancellation of the administrative fine. An administrative appeal to the Administrative Appeals Commission is a non-judicial procedure that can be filed prior to an administrative lawsuit, and based on the outcome of the appeal, the Company may file an administrative lawsuit with the court.
Regarding the administrative appeal filed against the imposition of a fine of KRW 142,100,000 by the SFC, the Korean Central Administrative Appeals Commission scheduled a hearing for October 14, 2025. As a result of the hearing, the Commission dismissed the Company’s appeal to cancel the fine of KRW 142,100,000.
The Company received the written decision of the administrative appeal from the Central Administrative Appeals Commission by mail on November 6, 2025. The Company has brought an action for cancellation of the fine before the Seoul Administrative Court (Case No. 2026Guhap50446), with the Company as plaintiff and the SFC as defendant. The next hearing is scheduled for October 16, 2026, and a first-instance judgment is expected in the first half of 2027. The fine has not been paid pending the outcome of the proceedings, and the Company has not recorded an accrual for this matter. See Note 12 “Commitments and Contingencies” to the Condensed Consolidated Financial Statements.
The information set forth under “Legal Matters” in Note 12 “Commitments and Contingencies” to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report, and the complaint filed by the Company’s former Chief Financial Officer with the Korean Ministry of Employment and Labor, is incorporated herein by reference.
Additionally, from time to time, we may be involved in various proceedings and litigation, claims and other legal matters arising in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, nonmonetary sanctions, or relief. Management is not currently aware of any other material pending legal proceedings, except for ordinary routine litigation incidental to the business, in which we or any of our subsidiaries are involved, or where our property is subject to such proceedings.
Item 1A. Risk Factors.
As a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Entry into Material Agreement
On September 1, 2026, the Company entered into a Share Purchase Agreement to acquire 100% of the issued and outstanding shares of AST Co., Ltd. for a purchase price of KRW 10,000,000. The agreement also contemplates potential shareholder loan financing of up to KRW 1,140,000,000 to support repayment of certain existing liabilities of AST Co., Ltd., as well as the issuance of warrants to certain parties, subject to board approvals, regulatory requirements, completion of due diligence, and other closing conditions. Because the transaction had not closed as of the issuance date of these financial statements, no assets or liabilities related to the acquisition have been recognized. The foregoing description of the Share Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.6 hereto and is incorporated by reference herein.
Rule 10b5-1 Trading Plans
During
the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
| 8 |
Item 6. Exhibits.
The following exhibits are included herein or incorporated herein by reference:
| 3.1 | Amended and Restated Certificate of Incorporation of the Company | Incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K (File No. 001-41763) as filed with the SEC on May 26, 2026 | |
| 3.2 | Bylaws of the Company | Incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K (File No. 001-41763) as filed with the SEC on May 26, 2026 | |
| 4.1 | Form of Common Stock Warrant | Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-41763) as filed with the SEC on June 30, 2026 | |
| 4.2 | Form of Pre-Funded Warrant | Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-41763) as filed with the SEC on June 30, 2026 | |
| 10.1 | Securities Purchase Agreement, dated April 22, 2026, by and between the Company and FirstFire Global Opportunities Fund, LLC | Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41763) as filed with the SEC on April 28, 2026 | |
| 10.2 | Convertible Promissory Note, dated April 22, 2026, by and between the Company and FirstFire Global Opportunities Fund, LLC | Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41763) as filed with the SEC on April 28, 2026 | |
| 10.3 | Securities Purchase Agreement, dated June 25, 2026 by and between the Company and Armistice Capital Master Fund Ltd. | Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41763) as filed with the SEC on June 30, 2026 | |
| 10.4 | Placement Agency Agreement, dated June 25, 2026, by and between the Company and D. Boral Capital LLC | Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41763) as filed with the SEC on June 30, 2026 | |
| 10.5 | Registration Rights Agreement, dated June 29, 2026, by and between the Company and Armistice Capital Master Fund Ltd. | Incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-41763) as filed with the SEC on June 30, 2026 | |
| 10.6 | Share Purchase Agreement, dated September 1, 2026, by and between the Company and Kim Gahee |
Filed herewith | |
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer | Filed herewith | |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer | Furnished herewith | |
| 101.INS | Inline XBRL Instance Document | Filed herewith | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith | |
| 101.LAB | Inline XBRL Extension Label Linkbase Document | Filed herewith | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Filed herewith |
| 9 |
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 thereunto duly authorized.
| Global Interactive Technologies, Inc |
| Signature | Title | Date | ||
| /s/ Taehoon Kim | Chief Executive Officer | September 9, 2026 | ||
| Taehoon Kim | (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
| 10 |
Exhibit 10.6
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (hereinafter referred to as “this Agreement”) is entered into by and between Global Interactive Technologies, Inc. (hereinafter referred to as “Party A”) and Kim Gahee (hereinafter referred to as “Party B”) with respect to the sale and purchase of all issued and outstanding shares of AST Co., Ltd. (hereinafter referred to as the “Target Company”).
Article 1 [Purpose]
The purpose of this Agreement is to set forth the terms and conditions regarding the transfer of 100% of the issued and outstanding shares of the Target Company held by Party B to Party A, and the acquisition thereof by Party A, including the share purchase price, existing liabilities, shareholder loans, GITS stock warrants, and other related rights and obligations.
Article 2 [Subject Shares of Purchase and Sale]
| 1. | Party B confirms that Party B is the lawful owner of 100% of the issued and outstanding shares of the Target Company. | |
| 2. | Party B shall transfer all 100% of the issued and outstanding shares of the Target Company to Party A, and Party A shall acquire the same. | |
| 3. | The execution (Signing) of this Agreement alone does not transfer ownership of the Subject Shares to Party A; ownership of the Subject Shares shall transfer to Party A at the time of Closing, which occurs after the conditions precedent set forth in Article 13 are satisfied or waived. | |
| 4. | Kim Taeho and Park Yigeun are not shareholders or sellers of the Target Company, but are warrant recipients under a separate Warrant Agreement. |
Article 3 [Share Purchase Price]
| 1. | The purchase price for 100% of the Subject Shares shall be Ten Million Korean Won (KRW 10,000,000). | |
| 2. | Party A shall pay the purchase price to Party B on the Closing Date, after the conditions precedent set forth in Article 13 are satisfied or waived and Closing takes place, and Party B shall simultaneously transfer the Subject Shares. | |
| 3. | The aforementioned amount is the purchase price for the Subject Shares themselves and is separate and distinct from the shareholder loan set forth in Article 5 and the warrants set forth in Article 8. |
Article 4 [Existing Liabilities of the Target Company]
| 1. | The existing total liabilities of the Target Company confirmed to date amount to One Billion One Hundred Ninety Million Korean Won (KRW 1,190,000,000). | |
| 2. | The aforementioned liabilities include an obligation of Two Hundred Fifty Million Korean Won (KRW 250,000,000) owed by the Target Company to Party B. | |
| 3. | Party B shall waive Fifty Million Korean Won (KRW 50,000,000) of the aforementioned claim on the condition of receiving GITS warrants equivalent to Fifty Million Korean Won pursuant to Article 8. | |
| 4. | Accordingly, the existing liabilities subject to Party A’s shareholder loan support shall be up to a maximum of One Billion One Hundred Forty Million Korean Won (KRW 1,140,000,000). |
Article 5 [Shareholder Loan]
| 1. | After the conditions precedent set forth in Article 13 are satisfied or waived and Closing is completed, Party A shall lend up to a maximum of One Billion One Hundred Forty Million Korean Won (KRW 1,140,000,000) by way of a Shareholder Loan to enable the Target Company to repay its existing liabilities. | |
| 2. | This loan does not constitute a share purchase price, nor does it constitute an assumption of debt, joint obligation, guarantee, or payment guarantee by Party A for the debts of the Target Company. | |
| 3. | The Target Company remains the debtor to the existing creditors, and actual repayment shall be conducted directly by the Target Company. | |
| 4. | In principle, the Target Company shall use the Shareholder Loan to repay the confirmed existing liabilities. | |
| 5. | Party A’s obligation to provide funding is limited to a maximum of KRW 1,140,000,000, and undisclosed additional contingent liabilities shall not be eligible for support without Party A’s separate prior written approval. | |
| 6. | Existing creditors shall not acquire any direct right of claim against Party A based on this Agreement. | |
| 7. | The interest rate, maturity, payment terms, early repayment, default, and other terms shall be determined in a separate Shareholder Loan Agreement. |
Article 6 [Schedule for Shareholder Loan Provision and Debt Repayment]
| 1. | In principle, at least 50% of the target liabilities shall be repaid within one (1) year from the Closing Date. | |
| 2. | In principle, 100% of the target liabilities shall be repaid within two (2) years from the Closing Date. | |
| 3. | The detailed schedule shall follow the Shareholder Loan Agreement and agreements with existing creditors. |
Article 7 [Party B’s Remaining Claim against the Target Company]
| 1. | Party B holds a claim of Two Hundred Fifty Million Korean Won (KRW 250,000,000) against the Target Company. | |
| 2. | Of this amount, Fifty Million Korean Won (KRW 50,000,000) shall be waived in exchange for the warrants set forth in Article 8, and the remaining claim shall be Two Hundred Million Korean Won (KRW 200,000,000). | |
| 3. | The debtor of the remaining claim is the Target Company, and Party A does not directly assume or guarantee it. | |
| 4. | The remaining claim may be repaid in priority over general unsecured debts to the extent that it does not infringe upon claims having legal priority or secured claims. Provided, however, that repayment of Party B’s remaining claim shall be executed only after all conditions precedent to Closing set forth in Article 13 are satisfied or duly waived by Party A, due diligence under Article 12 is completed satisfactorily, and it is confirmed that there are no grounds for set-off or withholding of payment under Article 15. | |
| 5. | If the conditions in the preceding paragraph are not met or if grounds for set-off or withholding of payment under Article 15 exist, the Target Company may withhold repayment of Party B’s remaining claim, and such withholding shall not be deemed a breach of contract under this Agreement. |
Article 8 [GITS Warrants]
| 1. | Party A plans to grant GITS stock warrants equivalent to a total value of Four |
Hundred Million Korean Won (KRW 400,000,000) as follows:
| ○ | Kim Taeho: equivalent to KRW 250,000,000 | |
| ○ | Kim Gahee (Party B): equivalent to KRW 50,000,000 | |
| ○ | Park Yigeun: equivalent to KRW 100,000,000 |
| 2. | The warrants for Kim Taeho and Park Yigeun do not represent consideration for share purchase, but are performance-linked long-term incentives intended for stable post-acquisition management, business performance, and long-term service. | |
| 3. | Party B’s warrant is consideration for waiving KRW 50,000,000 of existing claims and shall not be subject to the 3-year service vesting condition set forth in Article 9. | |
| 4. | The number of target shares, exercise price, exercise period, maturity, vesting, exercise conditions, adjustment conditions, and other detailed matters shall be specified in a separate Warrant Agreement executed concurrently with this Agreement. | |
| 5. | The actual issuance and exercise of all warrants shall be subject to the condition precedent of obtaining necessary approvals from the Board of Directors of GITS and satisfying disclosure, registration, approval, and other applicable legal and regulatory requirements under U.S. securities laws, SEC, and Nasdaq. If the issuance of all or part of the warrants becomes impossible under applicable laws or regulations, the parties shall negotiate in good faith to find compliant alternatives. |
Article 9 [Sequential Vesting of Kim Taeho and Park Yigeun Warrants]
| 1. | Warrants shall vest sequentially as follows: 40% upon completing one (1) year of continuous service after Closing, an additional 30% (cumulative 70%) upon completing two (2) years of continuous service, and an additional 30% (cumulative 100%) upon completing three (3) years of continuous service. | |
| 2. | Each stage may be exercised only when both the relevant service period and performance conditions are fully satisfied. | |
| 3. | In the event of voluntary resignation or termination for cause prior to completing three (3) years, unvested warrants shall automatically lapse without separate compensation. | |
| 4. | The treatment of termination without cause, organizational restructuring, etc., shall be governed by the Warrant Agreement. |
Article 10 [Three-Year Business Plan and Performance Conditions]
| 1. | The 3-year business plan of the Target Company serves as an important performance benchmark. | |
| 2. | Upon achieving 80% or more of each of the cumulative revenue and cumulative operating profit targets for the three (3) fiscal years, Kim Taeho and Park Yigeun, provided they satisfy the continuous service condition, may exercise 100% of their respective vestable warrants. | |
| 3. | If performance achievement rate is 80% or higher, 100% vesting is satisfied; if 60% or higher but less than 80%, proportional adjustment shall apply pursuant to the formula in the Warrant Agreement; if less than 60%, unexercised and unconfirmed warrants shall in principle lapse. | |
| 4. | Detailed calculation methods, annual revenue and operating profit targets, KPIs, performance verification methods, and adjustment formulas shall be specified in the Warrant Agreement. If force majeure events such as pandemics, war, acts of God, material governmental regulations/orders, or other circumstances beyond the reasonable control of GITS and the Target Company occur and materially affect normal business execution or target achievement, the performance targets and warrant exercise conditions for the relevant period may be reasonably adjusted or deferred, subject to written acknowledgment of occurrence and impact by GITS and the Target Company. However, the occurrence of force majeure alone shall not cause warrants to automatically vest or become exercisable. |
Article 11-2 [Business and Growth Support by GITS]
| 1. | GITS and the Target Company confirm that the Target Company’s 3-year business plan starting from 2027 is premised on business expansion through attracting and executing overseas events and large-scale projects. | |
| 2. | GITS may provide necessary business and financial support, such as identifying and attracting overseas events and projects, providing business networks, supporting event advance payments, and other assistance to expand revenue and foster business growth of the Target Company. |
| 3. | The specific scale, timing, method, and conditions of support shall be determined separately considering GITS’s financial situation, annual business plan and budget, necessary Board approvals, relevant laws, and economic feasibility of each business or project. | |
| 4. | This Article shall not create any legally binding obligation on GITS to mandatorily provide a fixed annual or minimum amount of financial support. | |
| 5. | Business and financial support under this Article is separate and distinct from the Shareholder Loan of up to KRW 1,140,000,000 for existing debt repayment set forth in Article 5. |
Article 11 [Non-Competition and Protection of Trade Secrets During Service Period]
| 1. | Kim Taeho and Park Yigeun shall remain continuously employed at the Target Company or an affiliate designated by Party A during the vesting service period. | |
| 2. | During said period, they shall not directly or indirectly engage in business substantially competing with the Target Company, and shall protect confidential information including trade secrets, technical data, and customer information. | |
| 3. | Kim Taeho and Park Yigeun shall not improperly use or disclose trade secrets, technical information, customer information, or other non-public information of the Target Company during or after their employment. Furthermore, for one (1) year from the date of departure, within reasonable limits permitted by applicable laws, they shall not directly operate a business directly competing with the business substantially conducted by the Target Company, nor perform identical or substantially similar duties for a competitor. Specific target businesses, geographical scopes, non-solicitation of employees/customers, and other conditions may be specified in detail in their respective employment or management contracts. |
Article 12 [Due Diligence After Execution of Contract]
| 1. | Party A may conduct financial, legal, tax, business, and other necessary due diligence from the execution (Signing) of this Agreement until Closing. | |
| 2. | Party B and the Target Company shall faithfully provide data and information required for due diligence. | |
| 3. | Due diligence shall include assets/liabilities, existing/undisclosed/contingent liabilities, major contracts, litigation/disputes, tax matters, stock ownership, corporate registration and legal representation status, financial data, and 3-year business plans. The parties confirm that as of the signing date of this Agreement, the legal representative director of the Target Company is Kim Gahee; if representation rights change prior to Closing, Party B and the Target Company shall immediately notify Party A in writing. |
Article 13 [Conditions Precedent to Closing After Execution]
| 1. | This Agreement shall become validly established from the date Party A and Party B sign or seal it. Provided, however, that actual Closing—including stock transfer, payment of purchase price, execution of shareholder loan, and issuance of warrants—shall take place after the following conditions are satisfied or waived in writing by Party A: |
| 1. | Completion of financial, legal, tax, and business due diligence satisfactory to Party A; | |
| 2. | Confirmation of Party B’s lawful ownership of 100% of the issued shares of the Target Company; | |
| 3. | Confirmation of existing, undisclosed, and contingent liabilities, and the maximum eligible shareholder loan amount; | |
| 4. | Completion of GITS Board of Directors approval required for Closing and execution; | |
| 5. | Finalization and execution of the Shareholder Loan Agreement; | |
| 6. | Finalization and execution of the Warrant Agreement; | |
| 7. | Execution of necessary employment contracts or management contracts for Kim Taeho and Park Yigeun; | |
| 8. | Completion of GITS Board approval and necessary U.S. securities law, SEC, and Nasdaq review, disclosure, registration, and approval procedures regarding warrant issuance; | |
| 9. | Completion of other required legal and regulatory procedures in the Republic of Korea and the United States; |
|
10. | Absence of any Material Adverse Change (MAC) in the business, assets, liabilities, operations, or financial condition of the Target Company from Signing to Closing; | |
| 11. | Party B’s representations and warranties remaining true and accurate in all material respects as of Closing. |
| 2. | Party A, Party B, and the Target Company shall cooperate in good faith after Signing regarding data provision, due diligence, contract drafting, internal approvals, and relevant legal/regulatory procedures required to satisfy the above conditions precedent. | |
| 3. | Upon satisfaction or waiver of all conditions precedent, the parties shall execute the transaction under this Agreement on the mutually agreed Closing Date. | |
| 4. | If material undisclosed liabilities, contingent liabilities, material misrepresentations/omissions, material legal/tax issues, or other matters materially affecting the economic value or risk of the transaction are discovered during due diligence or verification of conditions precedent, Party A may demand modification of transaction terms, additional protective measures, postponement of Closing, or termination of this Agreement. | |
| 5. | If conditions precedent are not satisfied or waived by the scheduled Closing Date separately agreed upon, Party A may terminate this Agreement or extend the scheduled Closing Date by written agreement between the parties. | |
| 6. | The execution of this Agreement alone does not immediately create an obligation for Party A to pay the share purchase price, execute the shareholder loan, or issue warrants. |
Article 14 [Representations and Warranties of Party B]
Party B represents and warrants that as of the date of execution hereof and as of the Closing Date, Party B is the lawful owner of 100% of the Target Company’s issued shares, free of third-party rights except pre-disclosed matters, possesses full authority to execute and perform this Agreement, provided no material misrepresentation or omission in major financial/business materials, has no undisclosed material contingent liabilities, disclosed material litigation/administrative/tax matters, and did not intentionally conceal or omit matters that would materially affect Party A’s decision-making. Provided, however, that Party A has received prior explanation from Party B and confirmed accounting/tax treatments and fund uses arising in the ordinary course of business prior to Closing, and unless there is intentional concealment or falsification by Party B, such matters shall not be deemed a breach of Party B’s representations and warranties or liability.
Article 15 [Set-off and Payment Withholding Against Seller’s Remaining Claim]
| 1. | Regardless of whether before or after Closing, if any of the following grounds are discovered or occur, Party A or the Target Company may set off resulting damages, costs, or other monetary claims against Party B’s remaining claim of Two Hundred Million Korean Won (KRW 200,000,000): |
| 1. | Undisclosed debt or contingent liabilities; | |
| 2. | Breach of Party B’s representations and warranties; | |
| 3. | Material false statements or omissions in financial or business data; | |
| 4. | Taxes, penalties, liabilities, or other financial burdens arising post-Closing due to pre-Closing causes; | |
| 5. | Damages resulting from Party B’s breach of other contractual obligations. |
| 2. | If the amount subject to set-off is not finalized, Party A or the Target Company may withhold repayment of the remaining claim until the relevant matter and amount are reasonably confirmed. | |
| 3. | If damages exceed the remaining claim, Party A’s separate right to claim damages for excess losses shall not be limited. | |
| 4. | Set-off or payment withholding shall not be construed as a waiver of Party A’s other rights or remedies. |
Article 16 [Indemnification / Damages]
| 1. | If Party A or the Target Company suffers damages due to Party B’s breach of representations and warranties, material misrepresentation/omission, undisclosed/contingent liabilities, or breach of other contractual obligations, Party B shall indemnify such damages. | |
| 2. | Set-off under Article 15 shall not limit claims for damages under this Article. | |
| 3. | Party A’s right to claim damages due to Party B’s breach of representations and warranties shall survive for two (2) years from the Closing Date. Provided, however, that claims for damages arising from breach of representations and warranties concerning taxes, tax audits, penalties, or other tax-related matters shall survive for five (5) years from the Closing Date. If a longer period of liability applies mandatorily under applicable laws, such statutory period shall apply. |
Article 17 [Modification of Transaction Terms and Contract Termination]
| 1. | If material undisclosed/contingent liabilities, breach of representations and warranties, material misrepresentation/omission in financial/business data, or matters materially adversely affecting the value of the Target Company are discovered, Party A may demand modification of transaction terms, additional protective measures, postponement of Closing, or contract termination. | |
| 2. | If conditions precedent under Article 13 are not satisfied by the Closing Date, Party A may terminate this Agreement. |
Article 18 [Closing]
| 1. | The Closing Date shall be the date agreed upon in writing by the parties. | |
| 2. | Party B shall deliver all documents necessary for the transfer of Subject Shares to Party A, and the Target Company shall perform necessary procedures to register Party A as a 100% shareholder. | |
| 3. | Party A shall provide the Shareholder Loan post-Closing pursuant to this Agreement and the Shareholder Loan Agreement. | |
| 4. | Warrant issuance shall follow the Warrant Agreement and applicable legal/regulatory requirements. |
Article 19 [Relationship with Mutual Restoration and Release Agreement]
| 1. | The Mutual Restoration and Release Agreement executed separately between Party A and Party B shall be construed together with this Agreement. | |
| 2. | In the event the parties agree to terminate the transaction and restore status quo ante pursuant to said agreement, provisions regarding transaction termination, status quo restoration, and mutual release/waiver of claims post-restoration under said agreement shall prevail. | |
| 3. | Until restoration to status quo ante is completed, provisions on representations/warranties, set-off, payment withholding, and other protective terms under this Agreement shall remain valid. |
Article 20 [Confidentiality]
The parties shall not disclose non-public information acquired in connection with this transaction to any third party without prior written consent of the other party. Provided, however, that disclosure required by applicable laws, courts, government agencies, regulatory authorities, SEC, Nasdaq, or other relevant bodies shall be exempted.
Article 21 [Amendments and Entire Agreement]
| 1. | Any amendment or modification of this Agreement shall be effective only by written agreement signed or sealed by the parties. | |
| 2. | This Agreement, together with the Shareholder Loan Agreement, Warrant Agreement, Mutual Restoration and Release Agreement, and other ancillary agreements, constitutes the entire agreement among the parties regarding this transaction. |
Article 22 [Governing Law and Jurisdiction]
| 1. | The formation, validity, interpretation, and performance of this Agreement shall be governed by the laws of the Republic of Korea. | |
| 2. | In the event of a dispute, the parties shall first endeavor to resolve it through mutual consultation. | |
| 3. | If not resolved through consultation, the Seoul Central District Court shall have exclusive jurisdiction as the court of first instance. |
Article 23 [Miscellaneous]
| 1. | Even if any provision of this Agreement is held invalid or unenforceable, it shall not affect the validity of the remaining provisions. | |
| 2. | This Agreement may be executed in electronic signatures or multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. | |
| 3. | Matters not specified herein shall be governed by mutual consultation between the parties and applicable laws. |
IN WITNESS WHEREOF, two (2) copies of this Agreement have been prepared, and Party A and Party B have executed or sealed each copy, with each party retaining one (1) copy.
September 1, 2026
SIGNATURES
| ● | PARTY A (Buyer): |
| ○ | Company: Global Interactive Technologies, Inc. | |
| ○ | Address: 160 Yeouiseo-ro, Yeongdeungpo-gu, Seoul, Korea | |
| ○ | Representative: Taehoon Kim (CEO) |
| ● | PARTY B (Seller): |
| ○ | Name: Kim Gahee | |
| ○ | Address: Apt 311-802, Olympic Family/Seonsuchon, 1218 Yangjae-daero, Songpa-gu, Seoul | |
| ○ | Date of Birth: August 16, 1988 |
| ● | CONFIRMER / TARGET COMPANY: |
| ○ | Company: AST Co., Ltd. | |
| ○ | Address: 2nd Floor, Dongseong Bldg., 15 Seongan-ro, Gangdong-gu, Seoul | |
| ○ | Representative: Kim Gahee (CEO) |
Exhibit 31.1
CERTIFICATION
PURSUANT TO RULE 13a-14 OR 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Taehoon Kim, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q (this “Report”) for the quarterly period ended June 30, 2026 of Global Interactive Technologies, Inc.; |
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this Report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and |
| d. | Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: September 9, 2026 | By: | /s/ Taehoon Kim |
| Taehoon Kim | ||
| Chief Executive Officer | ||
(Principal Executive Officer and Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Quarterly Report of Global Interactive Technologies, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Taehoon Kim, in the capacity and on the date indicated below, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: September 9, 2026 | By: | /s/ Taehoon Kim |
| Taehoon Kim | ||
Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) |
| ● | The foregoing certification is being furnished solely pursuant to 18 U.S,C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document. |