Global Interactive Technologies, Inc.

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTE 1 —NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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 100% ownership of FANING KOREA, LLC, a South Korean subsidiary that provides support for the Company’s operations in South Korea.

Corporate History

Since the inception of Global Interactive Technologies, Inc in 2018, we have accomplished a number of key objectives, as follows:

NOTE 1 — NATURE OF OPERATIONS AND BASIS OF PRESENTATION(cont.)

NOTE 1 — NATURE OF OPERATIONS AND BASIS OF PRESENTATION (cont.)

Risks and Uncertainties

The Company is subject to a number of risks similar to other companies in its industry, including rapid technological change, changes in user preferences, shifts in Korean entertainment and K-culture trends, competition for users and content, and the Company’s ability to develop, commercialize, and monetize its digital platform.

During 2025 and through the date of this report, global economic and market conditions have continued to be affected by geopolitical conflicts, including ongoing conflicts in Eastern Europe and the Middle East, inflationary pressures, interest rate volatility, foreign exchange fluctuations, supply chain disruptions, and uncertainty in the capital markets. These conditions may adversely affect consumer spending, advertising budgets, investor sentiment, access to financing, and the Company’s ability to execute its business plan.

The Company has not experienced a material direct impact from these geopolitical events to date; however, the extent to which global economic, political, or market conditions may affect the Company’s financial condition, liquidity, results of operations, or ability to raise capital remains uncertain.

Going Concern

The Company had an accumulated deficit of $42,534,194 and working capital deficit of $891,113 as of December 31, 2025, compared to an accumulated deficit of $37,901,301 and working capital deficit of $665,352 as of December 31, 2024. The Company incurred operating losses of $2,440,752 and $888,363 for the years ended December 31, 2025 and 2024, respectively.

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:

Warrant Accounting Policy

The Company accounts for warrants in accordance with ASC 815,Derivatives and Hedging. Warrants are evaluated at issuance to determine whether they should be classified as equity or liabilities based on the applicable accounting criteria. Warrants that meet equity classification requirements are recorded in additional paid-in capital within stockholders’ equity and are not subsequently remeasured. Warrants that do not meet equity classification criteria are recorded as derivative liabilities at fair value and are remeasured at each reporting date, with changes in fair value recognized in earnings.

The fair value of warrant liabilities is estimated using an appropriate option-pricing model, such as the Black-Scholes option-pricing model, which considers assumptions including expected volatility, risk-free interest rate, expected term, and dividend yield of the Company’s common stock.

Debt Modifications and Extinguishments

The Company accounts for debt modifications and extinguishments in accordance with ASC 470-50,Debt—Modifications and Extinguishments. The Company evaluates whether a modification of debt terms represents a substantial modification or an extinguishment of the original debt instrument. A modification is accounted for as a continuation of the original debt when the change in the present value of cash flows is less than 10 percent, or when qualitative factors indicate that the original debt has not been substantially modified.

When a debt modification is determined to be an extinguishment, the Company derecognizes the existing debt liability and recognizes the new liability or equity consideration transferred at fair value. The difference between the carrying amount of the extinguished debt and the fair value of consideration transferred is recognized as a gain or loss on debt extinguishment in the consolidated statements of operations.

Consideration transferred may include cash, common shares, or warrants. When equity instruments are issued in settlement of debt, the fair value of such instruments is measured based on the quoted market price of the Company’s common stock at the date of settlement, or other appropriate valuation techniques (such as option pricing models for warrants) if a quoted price is not readily available.

During the year ended December 31, 2025, the Company recognized debt extinguishment losses of $1,168,228 in connection with the settlement of certain outstanding indebtedness through the issuance of common stock and warrants. The Company determined that these transactions represented debt extinguishments as the terms of the modified agreements resulted in a substantial change (exceeding the 10 percent cash flow threshold) to the original debt instruments.

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.

Foreign Currency

The Company’s functional currency is KRW and the reporting currency is USD. The Company’s some accounting records are maintained in KRW, and translated into USD at year-end for the purposes of presentation. During the translation process, the year-end closing exchange rate is used for the valuation of all assets and liabilities, historical exchange rate is used to value stockholder’s equity, and the average exchange rate for the year is used for the calculation of the consolidated financial statements. The net impact of the translation into USD is included in the accumulated other comprehensive income (loss) of the Company’s consolidated balance sheet as of December 31, 2025 and December 31, 2024. During the year ended December 31, 2025, there was a fluctuation in the exchange rates ranging from KRW 1,289.40/USD $1 to KRW 1,470.00/USD $1. Also, cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

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.

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. As of December 31, 2025 and 2024, the Company had cash and cash equivalents of $6,990 and $2,352, respectively. The Company maintains its cash in bank deposit accounts which, at times, may exceed the federal insurance limit, and the balance of deposit accounts of the Company exceed the federal insurance limit as of December 31, 2024.

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 doubtful accounts 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 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 December 31, 2025 and December 31, 2024. The Company does not have any off-balance-sheet credit exposure related to its customers.

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 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 years ended December 31, 2025 and 2024, the Company recognized revenue of $1,932 and $0, respectively, primarily related to service-based activities.

The Company presents revenue net of sales taxes, discounts, refunds, and other amounts collected on behalf of third parties. Historically, refunds and sales returns have not been material.

Cost of Revenue

Cost of revenue consists primarily of costs directly related to the Company’s revenue-generating activities, including platform service costs, third-party service fees, payment processing fees, hosting and infrastructure expenses, content-related costs, direct labor, telecommunication costs, travel, postage, vehicle charges, printing, training, and other direct costs associated with providing goods or services to customers. Amortization of capitalized software used in the Company’s platform is included in operating expenses and is not included in cost of revenue unless the related software amortization is directly attributable to revenue-generating activities. Cost of revenue also includes allocated indirect costs related to revenue-generating activities, such as supplies, utilities, office equipment rental, software, computers, and other office-related costs.

Cost of revenue is recognized as the related goods or services are delivered or provided to customers.

Capitalized Software

The Company capitalizes certain costs incurred to develop internal-use software when the preliminary project stage is completed, management has authorized and committed to funding the project, and it is probable that the project will be completed and used to perform the function intended. Capitalized software costs are amortized on a straight-line basis over their estimated useful lives once the software is ready for its intended use.

Amortization expense related to capitalized software is included in operating expenses in the consolidated statements of operations. For the years ended December 31, 2025 and 2024, amortization expense related to capitalized software was included in operating expenses.

Property Plant and Equipment

Property and equipment are stated at cost(see Note 5), less accumulated depreciation. Depreciation is computed using the declining balance method over the estimated useful lives of the related assets. A summary of the estimated useful lives is as follows:

Maintenance and repairs are charged to expense as incurred, while additions and improvements that extend the useful lives of assets 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 of Capitalized Software

The Company reviews capitalized software and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such indicators exist, the Company compares the carrying amount of the asset group to the undiscounted cash flows expected to be generated by the asset group. If the carrying amount is not recoverable, an impairment loss is recognized for the amount by which the carrying amount exceeds fair value.

Intangible assets consist of acquired software with a gross carrying amount of $4,917,543. The fair value of the software was initially determined using the income approach, specifically the discounted cash flow (“DCF”) method, based on projected earnings over a five-year period.

During 2025, the Company reassessed the software’s expected economic benefits based on current market conditions and actual operating performance, resulting in a revision of the remaining useful life from five years to four years. Accordingly, the Company recognized amortization expense of $1,021,192 for the year ended December 31, 2025, using the straight-line method. No amortization expense was recognized for the year ended December 31, 2024, as the software was acquired in December 2024.

In addition, the Company recognized an impairment loss of $1,019,611 for the year ended December 31, 2025, compared to $94,264 for the year ended December 31, 2024.

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 companies 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 watch if any significant credit risks exist, and they will make actions to remove or mitigate such risks if there are any. As of December 31, 2025 and December 31, 2024, there were no outstanding accounts receivable balances. The Company believes that the credit risk related to accounts receivable is manageable and controllable as of December 31, 2025 and December 31, 2024. Generally, the Company does not require collateral or other securities to support its accounts receivable and loans.

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.

The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts payable, accrued expenses, short-term borrowings, related-party borrowings, and other current assets and liabilities, approximate fair value due to the short-term nature of these instruments.

A change to the level of an asset or liability within the fair value hierarchy is determined at the end of a reporting period.

Earning (Loss) Per Share

Basic earning (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 earning (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. For purposes of computing both basic and diluted earning (loss) per share, income or loss shall exclude the income or loss attributable to the non-controlling interest. The Company calculates net loss per share in accordance with FASB ASC Topic 260,Earnings Per Share. Basic net loss per share amounts have been computed by dividing net loss excluded loss attributable to the non-controlling interest by the weighted-average number of common shares outstanding during the period. For the years ended December 31, 2025 and 2024, the Company reported net losses and, accordingly, potential common shares were not included since such inclusion would have been anti-dilutive. As a result, our basic and diluted net loss per share are the same because the Company generated a net loss in all periods presented.

Income Taxes

Deferred income tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the temporary differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for deferred tax assets that are not expected to be realized.

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes. A valuation allowance is provided when it is more likely than not that some or all of the deferred tax assets will not be realized.

As of December 31, 2025 and 2024, the Company had deferred tax assets primarily related to net operating loss carry forwards and other temporary differences. Due to the Company’s historical operating losses and uncertainty regarding future taxable income, management determined that it was more likely than not that the deferred tax assets would not be realized. Accordingly, the Company recorded a full valuation allowance against its deferred tax assets as of December 31, 2025 and 2024.

See Note 22 for more information.

The Company evaluates uncertain tax positions in accordance with ASC 740-10. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2025 and 2024, the Company had no uncertain tax positions requiring recognition or disclosure.

Lease

Under ASC 842, the determination of whether an arrangement is a lease is made at the lease’s inception and a contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined under the standard as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets.

ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when it is readily determinable. Since most of the Company’s leases do not provide an implicit rate, to determine the present value of lease payments, management uses the Company’s incremental borrowing rate based on the information available at lease commencement. Operating lease ROU assets also includes any lease payments made and excludes any lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

The Company has lease agreements with lease and non-lease components, which are generally accounted for separately with amounts allocated to the lease and non-lease components based on stand-alone prices or for which it has made an accounting policy election to account for these as a single lease component. For certain equipment leases, like vehicles, the Company accounts for the lease and non-lease components as a single lease. Refer to Note 8 for additional disclosures required as a result of the adoption of this new standard.

Recently Issued Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires public business entities to provide enhanced annual disclosures primarily focused on the rate reconciliation table and expanded disclosures for income taxes paid, disaggregated by federal, state, and foreign jurisdictions. For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. The Company has evaluated this standard and determined that its adoption does not have a material impact on its consolidated financial statements and related disclosures, given the full valuation allowance recorded against its deferred tax assets.

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 December 31, 2025 and December 31, 2024, and the interest income from short-term loan receivables is $0 and $0 for the year ended December 31, 2025 and December 31, 2024.

NOTE 4 —PREPAID EXPENSES AND OTHER RECEIVABLES

The following table summarizes information with regard to prepaid expenses and other receivables as of December 31, 2025 and December 31, 2024.

The prepaid expenses and other receivables of $26,715 represent the one-time recognition of a KRW 5,000,000 ($3,485) purchase and the straight-line amortization of a KRW 100,000,000 ($69,990) IP usage fee incurred for marketing purposes over the three-year contract term.

As of December 31, 2025, the total current portion of prepaid expenses is $26,715, which includes the current portion of the IP usage fee amounting to $23,230 to be amortized within the next twelve months. For the year ended December 31, 2025, the company recognized four months of amortization expense for the IP usage fee in the amount of $7,743 (KRW 11,111,111) as marketing expense. The remaining unamortized balance of the IP usage fee of $61,947 represents the non-current portion and is classified as a non-current prepaid expense on the balance sheet, which will be systematically recognized as marketing expenses over the remainder of the contract term through 2028.

Future amortization expense for the prepaid IP usage fee as of December 31, 2025, is as follows:

NOTE 5 —PROPERTY PLANT AND EQUIPMENT

Property plant and equipment consist of the following:

The total depreciation expense for the years ended December 31, 2025 and December 31, 2024 was $1,238 and $6,352, respectively. Depreciation expense is reflected in operating costs and expenses in the consolidated statements of operations.

NOTE 6 —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 $4,940,000 based on the appraised value determined by an independent valuation firm.

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 5 years. Starting in 2025, amortization expenses related to the software will be recognized as operating expenses in the consolidated statements of operations.

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 $1,019,611 for the year ended December 31, 2025. The impairment loss is included in other expense in the consolidated statements of operations.

The carrying value of software consisted of the following:

Amortization expense related to software was $1,021,192 for the year ended December 31, 2025. No amortization expense was recognized for the year ended December 31, 2024, as the software was acquired in December 2024. The Company recognized an impairment loss of $1,019,611 for the year ended December 31, 2025 compared to $94,264 for the year ended December 31, 2024.

NOTE 7 –Goodwill and Impairment Loss

On December 4, 2024, the Company acquired 100% of the equity interests in Faning Korea, LLC and recognized goodwill in the amount of $94,264. This amount represents the excess of the purchase consideration over the fair value of the identifiable net assets acquired.

Impairment Testing and Recognition of Impairment Loss

In accordance with ASC 350, the Company performs an annual impairment test on goodwill, and interim assessments are made when there are indicators of impairment. As of December 31, 2024, the Company determined that the goodwill had no recoverable value and concluded that the carrying amount of the goodwill exceeded its recoverable amount.

Accordingly, the Company recognized an impairment loss on intangible assets of $94,264, which has been reflected in the consolidated statement of operations for the year ended December 31, 2024. As a result, the carrying amount of goodwill related to Faning Korea, LLC has been fully written off, and the remaining balance is $0.

NOTE 8 —LEASE

The Company uses approximately 19,200 square feet of office space at the Seoul Marina free of charge. Although there is no formal lease agreement, the Company determined that the ASC 842 accounting standard applies and recognized the fair value of the rent-free use of the property through May 2031 as a right-of-use (ROU) asset, with corresponding lease expense recognized in the statement of operations.

At the time of initial acquisition from SMC in July 2021, the Company used the following assumptions to measure the right-of-use asset and lease liability:

As of December 31, 2025, the weighted-average remaining lease term of operating leases was approximately 5.5 years and the weighted-average discount rate was 3.0%. The maturity analysis of operating lease expense is presented in the following table (in KRW and USD):

Based on these assumptions, the Company calculated the present value of 10 years of free rent to be $2,775,512 and recognized it as a long-term right-of-use asset as of June 30, 2021. Since the space is provided free of charge, no lease liability was recognized. The ROU asset has been amortized at approximately $23,000 per month over the 10-year lease term. Because the Company initially allocated $2,935,658 to the SMC receivable and the leasehold rights, it recognized an impairment loss of $158,278 on the ROU asset as of December 31, 2021.

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.

The carrying amount of the operating lease right-of-use asset consisted of the following:

Lease expense related to the right-of-use asset was $231,967 for the year ended December 31, 2025. Following the sale of the subsidiary in December 2024, the lease expense has been reclassified to discontinued operations and is not in the statement of operations for year ended December 31, 2024.

As of December 31, 2025, the remaining lease term was approximately 5.4 years, ending in May 2031. Because the Company is not required to make fixed lease payments under the arrangement, the Company had no operating lease liability as of December 31, 2025 or December 31, 2024, and no future minimum lease payments are required under the arrangement.

**NOTE 9 —SHORT-TERM LOAN PAYABLES **

The following table summarizes information with regard to short-term loan payables outstanding as of December 31, 2025 and December 31, 2024.

The Company recognized interest expense of $14 and $0 for the year ended December 31, 2025 and 2024, respectively.

NOTE 10 —SHORT-TERM LOAN PAYABLES FROM RELATED PARTIES

The following table summarizes information regarding short-term loan payables from related parties as of December 31, 2025 and December 31, 2024. Jaeman Lee has been serving as the Company’s Advisor since April 17, 2025, and Hangmuk Shin is the largest shareholder of Global Interactive Technologies, Inc.

The Company recognized interest expense of $2,061 and $5,962 for the year ended December 31, 2025 and 2024, respectively.

NOTE 11 —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 consolidated balance sheet for short-term financial instruments, including cash and cash equivalents, short-term loans, accounts receivable, prepaid expenses, short-term borrowings, accrued expense and other current liabilities due to the short maturities of these instruments.

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024 are summarized in the table below.

NOTE 11 — FAIR VALUE MEASUREMENTS(cont.)

Financial instruments measured at fair value on a nonrecurring basis

The Company hadno financial assets or financial liabilities measured at fair value on a nonrecurring basis as of December 31, 2025 or December 31, 2024.

Non-financial assets 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**$1,019,611** during the year ended December 31, 2025. The impairment loss is included in other expense in the consolidated statements of operations.

The fair value measurement related to the software impairment was based on significant unobservable inputs and is classified as a Level 3 measurement within the fair value hierarchy.

The following table summarizes nonfinancial assets measured at fair value on a nonrecurring basis:

There were no transfers between Level 1, Level 2, and Level 3 during the years ended December 31, 2025 and 2024.

NOTE 12 — FAIR VALUE MEASUREMENTS

Valuation Technique and Significant Unobservable Inputs (Level 3)

The fair value of the Faning software intangible asset as of December 31, 2025 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 four-year forecast period (FY2026 through FY2029), 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 forecast was prepared by management based on the early-stage nature of the platform, observed user-acquisition economics, and expected pricing and conversion characteristics of comparable consumer social platforms.

The following table summarizes the significant unobservable inputs used in the Level 3 fair value measurement of the Faning software intangible asset as of December 31, 2025:

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. Increases in projected revenues, royalty rate, subscription conversion rate, or MAU conversion rate would increase the estimated fair value, while increases in the discount rate or effective tax rate would decrease the estimated fair value.

Reconciliation to Impairment Loss

Application of the Relief-from-Royalty method resulted in an estimated fair value for the Faning software intangible asset of $3,029,061 as of December 31, 2025. Because the indicated fair value was below the Asset’s pre-impairment carrying amount, the Company recognized a non-cash impairment loss of $1,019,611 during the year ended December 31, 2025 in accordance with ASC 350-30-35. There were no impairment losses recognized on the Asset during the year ended December 31, 2024.

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 December 31, 2025 and December 31, 2024.

Nonfinancial Items Measured at Fair Value on a Nonrecurring Basis

The fair value of long-lived assets is measured whenever the carrying value of long-lived asset or asset group is not recoverable on an undiscounted cash flow basis. Except for the intangible asset impairment disclosed in Note 11, no impairment is recognized for long-lived assets as of as of December 31, 2025 and December 31, 2024.

NOTE 13 —SIGNIFICANT NON-CASH TRANSACTION

On March 19, 2025, the Company issued 300,000 shares of Common Stock at a conversion price of $0.70 per share in connection with the conversion of $210,000 of indebtedness payable to Evan Trust. Debt conversion loss was $300,030.

On May 7, 2025, the Company issued 90,123 shares of Common Stock at a conversion price of $1.19 per share, together with warrants to purchase 81,739 shares of Common Stock at an exercise price of $1.29 per share and expiring on the fifth anniversary of the issuance date, in connection with the conversion of $105,444 of indebtedness payable to Hangmuk Shin. Debt conversion loss was $178,748.

On May 7, 2025, the Company issued 135,817 shares of Common Stock at a conversion price of $1.27 per share, together with warrants to purchase 125,383 shares of Common Stock at an exercise price of $1.42 per share and expiring on the fifth anniversary of the issuance date, in connection with the conversion of $175,205 of indebtedness payable to Jeyoun Baeg. Debt conversion loss was $257,054.

On May 7, 2025, the Company issued 135,817 shares of Common Stock at a conversion price of $1.27 per share, together with warrants to purchase 125,383 shares of Common Stock at an exercise price of $1.42 per share and expiring on the fifth anniversary of the issuance date, in connection with the conversion of $175,205 of indebtedness payable to Jungok You. Debt conversion loss was $257,054.

On May 20, 2025, the Company issued 246,666 shares of Common Stock at a conversion price of $0.70 per share in connection with the conversion of $172,666 of indebtedness payable to PixelArc LLC. Debt conversion loss was $175,343.

On August 19, 2025, warrants held by Jungok You were exercised at an exercise price of $1.42 per share, resulting in the issuance of 125,383 shares of Common Stock for aggregate cash proceeds of approximately $178,044.

NOTE 14 —SHARE CAPITAL

As of December 31, 2025 and December 31, 2024, Global Interactive Technologies’ total authorized capital stock is 110,000,000 shares, consisting of 100,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of undesignated preferred stock, par value $0.001 per share.

On January 27, 2025, the Company effected a 1-for-20 reverse stock split of its issued and outstanding common shares. As a result of the reverse stock split, every 20 shares of the Company’s issued and outstanding common stock were combined into one share, reducing the total number of issued shares from 52,808,589 to 2,640,429. The par value per share is $0.001. All share and per-share amounts in the accompanying consolidated financial statements and related notes have been retroactively adjusted to reflect the reverse stock split for all periods presented.

On March 19, 2025, the Company issued 300,000 shares of Common Stock at a price of $0.7 per share in connection with the conversion of $210,000 of debt owed to Evan Trust.

On May 7, 2025, the Company issued 90,123 shares of Common Stock at a price of $1.19 per share, plus warrants to purchase 81,739 shares of Common Stock at an exercise price of $1.29 per share, expiring on the fifth anniversary of the issuance date, in connection with the conversion of $105,444 of debt owed to Hangmuk Shin.

On May 7, 2025, the Company issued 135,817 shares of Common Stock at a price of $1.27 per share, plus warrants to purchase 125,383 shares of Common Stock at an exercise price of $1.42 per share, expiring on the fifth anniversary of the issuance date, in connection with the conversion of $175,205 of debt owed to Jeyoun Baeg.

On May 7, 2025, the Company issued 135,817 shares of Common Stock at a price of $1.27 per share, plus warrants to purchase 125,383 shares of Common Stock at an exercise price of $1.42 per share, expiring on the fifth anniversary of the issuance date, in connection with the conversion of $175,205 of debt owed to Jungok You. On August 19, 2025, warrants totaling $178,044 were exercised for cash at an exercise price of $1.42 per share, resulting in the issuance of 125,383 shares of Common Stock.

On May 20, 2025, the Company issued 246,666 shares of Common Stock at a price of $0.7 per share in connection with the conversion of $172,666 of debt owed to PixelArc LLC.

NOTE 15 —COMMITMENTS AND CONTINGENCIES

Legal Matters

As of December 31, 2025, the Company is not subject to any material pending legal proceedings or claims. Previously disclosed legal matters were related to subsidiaries that have since been divested and no longer impact the Company’s operations or financial position.

NOTE 16 —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 December 31, 2025, and December 31, 2024.

Short-Term Loan Payables

Non-Trade Payables

The Company has non-trade payables due to Hangmuk Shin in the amount of KRW 3.4 million and to Jaeman Lee in the amount of KRW 6.8 million. These amounts represent unreimbursed business trip expenses that were personally paid on behalf of the Company and are recorded as non-trade 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 $583 and an interest rate of 0%. It matured on January 7, 2026.

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 $255,286

(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 4.6%. The principal amount of the loan was KRW 7,000,000 (USD 4,764), and the maturity date is February 3, 2026. The principal and interest will be repaid at maturity.

• On February 7, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of 4.6%. The principal amount of the loan was KRW 29,144,850 (USD 21,000), and the maturity date is February 6, 2026. The principal and interest will be repaid at maturity.

• On April 7, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of 4.6%. The principal amount of the loan was KRW 510,000 (USD 347), and the maturity date is April 6, 2026. The principal and interest will be repaid at maturity.

• On February 17, 2025, Jaeman Lee, with the Company’s consent, transferred the Company’s loan of $210,000 (KRW 300,000,000) to Evan Trust

• On April 11, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of 4.6%. The principal amount of the loan was KRW 1,020,000 (USD 699), and the maturity date is April 10, 2026. The principal and interest will be repaid at maturity.

• On May 5, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of 4.6%. The principal amount of the loan was KRW 1,000,000 (USD 701), and the maturity date is May 4, 2026. The principal and interest will be repaid at maturity.

• On July 2, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of 4.6%. The principal amount of the loan was KRW 150,000 (USD 110), and the maturity date is July 1, 2026. The principal and interest will be repaid at maturity.

• On July 24, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of 4.6%. The principal amount of the loan was KRW 6,130,000 (USD 4,444), and the maturity date is July 23, 2026. The principal and interest will be repaid at maturity.

• On August 5, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of 4.6%. The principal amount of the loan was KRW 146,000 (USD 105), and the maturity date is August 4, 2026. The principal and interest will be repaid at maturity.

• On December 3, 2025, the Company entered into a short-term loan agreement with Jaeman Lee at an annual interest rate of 4.6%. The principal amount of the loan was KRW 1,212,420 (USD 825), and the maturity date is February 3, 2026. The principal and interest will be repaid at maturity.

NOTE 16 —RELATED PARTY TRANSACTIONS (cont.)

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 $94,321

(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 January 14, 2025, the Company entered into a short-term borrowing agreement with Hangmuk Shin at an interest rate of 4.6%. The principal amount was KRW 3,310,000 (USD 2,249), and the maturity date is January 13, 2026. The principal and interest will be repaid at maturity.

• On March 6, 2025, the Company entered into a short-term borrowing agreement with Hangmuk Shin at an interest rate of 4.6%. The principal amount was KRW 6,500 (USD 4), and the maturity date is March 5, 2026. The principal and interest will be repaid at maturity.

• On March 24, 2025, the Company entered into a short-term borrowing agreement with Hangmuk Shin at an interest rate of 4.6%. The principal amount was KRW 50,000 (USD 34), and the maturity date is March 23, 2026. The principal and interest will be repaid at maturity.

• On March 26, 2025, the Company entered into a short-term borrowing agreement with Hangmuk Shin at an interest rate of 4.6%. The principal amount was KRW 50,000 (USD 34), and the maturity date is March 25, 2026. The principal and interest will be repaid at maturity.

• On May 7, 2025, the Company issued 90,123 shares of Common Stock at a conversion price of $1.19 per share, together with warrants to purchase 81,739 shares of Common Stock at an exercise price of $1.29 per share and expiring on the fifth anniversary of the issuance date, in connection with the conversion of $105,444 of indebtedness payable to Hangmuk Shin.

• On December 31, 2025, the Company entered into a short-term borrowing agreement with Hangmuk Shin at an interest rate of 4.6%. The principal amount was KRW 10,000,000 (USD 6,969), and the maturity date is December 30, 2026.

PixelArc, LLC

• On February 18, 2025, the Company entered into a short term borrowing agreement with PixelArc, LLC at an interest rate of 8%. The principal amount was USD $86,666 and the maturity date is March 14, 2026.

• On April 18, 2025, the Company entered into a short term borrowing agreement with PixelArc, LLC at an interest rate of 0%, the principle amount was USD $86,000, The maturity date was May 15 2025.

• On May 20, 2025, the Company accepted PixelArc’s proposal, the total loan principle balance of USD $172,666 was converted into 246,666 shares at $0.7 per share, following the default of the April 18 2026 loan. The shares were issue on May 24, 2025. Accrued interest in the amount of USD $3490.44 remain outstanding.

• On August 18, 2025, the Company entered into an interest free short term borrowing agreement with PixelArc, LLC, the principle amount was USD $1,000, repayable upon demand.

NOTE 17 —NON-TRADE PAYABLE

Non-trade payable for the year ended December 31, 2025 was $750,013, compared to $290,917 during the year ended December 31, 2024.

The following table summarizes the components of non-trade payables by nature as of December 31, 2025 and 2024:

NOTE 18 —STOCK-BASED COMPENSATION

The Company maintains the 2022 Omnibus Equity Incentive Plan, which provides for the grant of stock options and other equity-based awards. As of December 31, 2025, there were 75,000 shares remaining available for future issuance under the plan.

NOTE 19 —SEGMENT INFORMATION

The Company operates its business through its core Faning platform and strategy. As of December 31, 2025, 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 20 —WARRANTS

In connection with the debt-to-equity conversion transactions completed during fiscal year 2025, the Company issued detached warrants to certain debt holders.

• On May 7, 2025, the Company issued 90,123 shares of Common Stock at a conversion price of $1.19 per share, together with warrants to purchase 81,739 shares of Common Stock at an exercise price of $1.29 per share and expiring on the fifth anniversary of the issuance date, in connection with the conversion of $105,444 of indebtedness payable to Hangmuk Shin.

• On May 7, 2025, the Company issued 135,817 shares of Common Stock at a conversion price of $1.27 per share, together with warrants to purchase 125,383 shares of Common Stock at an exercise price of $1.42 per share and expiring on the fifth anniversary of the issuance date, in connection with the conversion of $175,205 of indebtedness payable to Jeyoun Baeg.

• On May 7, 2025, the Company issued 135,817 shares of Common Stock at a conversion price of $1.27 per share, together with warrants to purchase 125,383 shares of Common Stock at an exercise price of $1.42 per share and expiring on the fifth anniversary of the issuance date, in connection with the conversion of $175,205 of indebtedness payable to Jungok You.

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 $1.42 per share, resulting in the issuance of 125,383 shares of Common Stock for aggregate cash proceeds of approximately $ 178,044.

The following table summarizes the Company’s warrant activity for the fiscal year ended December 31, 2025:

In accordance with ASC 470-50, the Company measured the fair value of the warrants issued as part of the debt extinguishment consideration using the Black-Scholes Option Pricing Model (BSM) pursuant to the fair value guidance under ASC 820.

NOTE 20 —WARRANTS(cont.)

The valuation was performed using the following assumptions as of the grant date (May 7, 2025):

Based on the assumptions above, the specific valuation components by each warrant holder tranche are summarized as follows:

The aggregate fair value of the 332,505 warrants issued was $653,094.44, which was included as part of the consideration transferred in determining the total loss on debt extinguishment of approximately $1,168,228. The corresponding amount was recorded within additional paid-in capital (APIC) – warrants.

NOTE 21 —DISCONTINUED OPERATIONS

Net loss from discontinued operations for the year ended December 31, 2025 was $0, compared to $1,388,318 net loss from discontinued operations during the year ended December 31, 2024.

Hanryu Bank Co. Ltd (“HBC”) sold 100% of its shares in FNS Co. Ltd for $733 and Marin Island Co. Ltd for $367 on November 5, 2024, to improve its financial structure. Additionally, Global Interactive Technologies, Inc. (“the Company”) sold 100% of its shares in Hanryu Bank Co. Ltd (“HBC”) for $2,200 on December 28, 2024. From the date of these sales, the three subsidiaries are no longer included in the consolidated financial statements and are classified as discontinued operations. A gain of $12,400,373 was recognized from the disposal of the shares in these three subsidiaries.

The following table outlines the calculation of the gain on disposal related to the sale of the subsidiaries on November 5, 2024, and December 28, 2024.

1. In connection with the deconsolidation of Hanryu Bank Co.Ltd in 2024, the Company reclassified $7,164,430 of Additional Paid-in Capital to Accumulated Deficit, in accordance with ASC 810-10-40. This amount was arouse from group restructuring of the same subsidiary’s equity at the consolidated level, resulting from differences between the subsidiary’s equity structure and the consolidated equity accounts. The reclassification is reflected in the Consolidated Statement of Stockholders’ Equity for the year ended December 31, 2024.

2. The gain or loss on the disposal of investments in subsidiaries was calculated based on the difference between the consideration received and the net assets of the subsidiaries. In this process, the net assets of the subsidiaries were translated using the exchange rate as of December 31, 2024, while the gain or loss on disposal was calculated using the average exchange rate for the year 2024. As a result, a foreign exchange difference arose due to the use of different exchange rates. This difference was not recognized separately as a foreign exchange gain or loss, but was included in the gain or loss on disposal.

NOTE 22—INCOME TAXES

The Company’s tax rate is generally a function of the tax rates in the jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction, and the relative amount of losses or income for which no tax benefit or expense is recognized due to a valuation allowance.

The components of “Loss before income taxes” in the Consolidated Statements of Operations are as follows:

The effective tax rate reconciliation is as follows:

Application of ASU 2023-09 5% disaggregation threshold. The five percent disaggregation threshold for the years ended December 31, 2025 and 2024 was $48,645 and $50,228, respectively, computed as five percent of the income tax benefit derived by applying the U.S. federal statutory income tax rate of 21% to the loss before income taxes.

The deferred tax asset breakdown is as follows:

The Company’s wholly-owned Korean subsidiary, Faning Korea, LLC was acquired in December 2024. Net operating losses generated under the Korean Corporate Tax Act may be carried forward for up to 15 years. Based on management’s evaluation of available evidence, no separate deferred tax asset has been recognized for the Korean tax loss carryforwards, as the related amounts are not material to the consolidated financial statements and any deferred tax asset recognized would be fully offset by a valuation allowance.

The parent company, Global Interactive Technologies, Inc. generated approximately $7.3 million net operating loss. Utilization of U.S. net operating loss carryforwards may be subject to substantial annual limitation under IRC 382.

Movements in the valuation allowance for the years ended December 31, 2025 and 2024 were as follows:

The Company recorded a full valuation allowance against its gross deferred tax assets as of December 31, 2025 and 2024. In assessing the realizability of deferred tax assets, the Company considered all available positive and negative evidence, especially the history of cumulative operating losses incurred at both the U.S. parent and Korean subsidiary levels, management concluded that it is more likely than not that the deferred tax assets will not be realized.

The cash income taxes paid information is as follows:

As of December 31, 2025 and 2024, the Company had no material unrecognized tax benefits, and no material amounts have been accrued for interest or penalties associated with uncertain tax positions. The Company does not anticipate any significant changes to its unrecognized tax benefits within the twelve months following December 31, 2025. A reconciliation of the beginning and ending balances of unrecognized tax benefits would result in zero activity for each period presented and is therefore not separately tabulated.

For the year ended December 31, 2024, the deferred tax benefit attributable to discontinued operations has been fully offset by a corresponding increase in the valuation allowance. Accordingly, the Company has allocated no income tax benefit to the discontinued operations loss of $1,388,318 (see Note 21).

NOTE 23 —SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of this filing and determined that the following events occurred after December 31, 2025 and prior to the issuance of these financial statements:

• On January 19, 2026, the Company entered into a Content Transfer Agreement to acquire all rights to the “Mega Racer” OST master recordings and promotional materials performed by ATEEZ, Daniel Kang, and KIRAS. The acquisition will be accounted for in accordance with applicable accounting standards, including ASC 805 or ASC 350, as appropriate.

• On March 26, 2026, the Company entered into a non-binding term sheet with Hudson Global Ventures, LLC for an equity line of credit of up to $18,000,000. The arrangement is non-binding and subject to negotiation and execution of definitive agreements and customary closing conditions

• On April 22, 2026, the Company entered into a Promissory Note agreement with FirstFire Global Opportunities Fund, LLC for a principal amount of $506,000. The note bears interest at market rate and is subject to the terms of the agreement.

The Company evaluated subsequent events in accordance with ASC 855, Subsequent Events. Management has assessed whether subsequent events require adjustment or disclosure in the consolidated financial statements.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.