Global Interactive Technologies, Inc.

S-11 forms-1.htm S-1

As filed with the U.S. Securities and Exchange Commission on July 29, 2026

File No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

160, Yeouiseo-ro, Yeongdeungpo-gu

Seoul, Republic of Korea, 07231

+82-2-564-8588

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Taehoon Kim

Chief Executive Officer

Global Interactive Technologies, Inc.

160, Yeouiseo-ro, Yeongdeungpo-gu

Seoul, Republic of Korea, 07231

+82-2-564-8588

(Name, Address Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a copy to:

Clay Parker, Esq.

Erin Fogarty, Esq.

Julie Rizzo, Esq.

K&L Gates LLP

Southeast Financial Center

200 South Biscayne Boulevard

Suite 3900

Miami, FL 33131

(305) 539-3300

Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this Registration Statement, as determined by market conditions.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.

Up to 1,092,896 Shares of Common Stock Underlying Pre-Funded Warrants

Up to 1,092,896 Shares of Common Stock Underlying Common Stock Warrants

This prospectus relates to the offer and sale from time to time of up to 2,185,792 shares of common stock, par value $0.001 per share (“Common Stock”) of Global Interactive Technologies, Inc., a Delaware corporation (the “Company” or “GITS”) by the selling stockholder named in this prospectus (the “Selling Stockholder”), consisting of: (i) up to 1,092,896 shares of Common Stock issuable upon exercise of pre-funded warrants by the Selling Stockholder (the “Pre-Funded Warrants”); and (ii) up to 1,092,896 shares of Common Stock issuable upon exercise of common stock warrants by the Selling Stockholder (the “Common Stock Warrants” and, together with the Pre-Funded Warrants, the “Warrants”), which Pre-Funded Warrants and Common Stock Warrants were issued in a private placement transaction that closed on June 29, 2026 (the “Private Placement”). The shares of Common Stock issuable upon exercise of the Common Stock Warrants are referred to as the “Warrant Shares” and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants are referred to as the “Pre-Funded Warrant Shares.” The Pre-Funded Warrants have an exercise price of $0.001 per share of Common Stock, are immediately exercisable, and may be exercised at any time until exercised in full. The Common Stock Warrants are exercisable commencing on the six (6) month anniversary of the issuance date of the Common Stock Warrants at an exercise price of $1.83 per Warrant Share, subject to adjustment, and will expire five and one-half (5.5) years from the closing date of the Private Placement.

We are filing the registration statement on Form S-1, of which this prospectus forms a part, with the U.S. Securities and Exchange Commission (the “SEC”) to fulfill our contractual obligations with the Selling Stockholder to provide for the resale by the Selling Stockholder of the shares of Common Stock offered hereby. See the section entitled “Selling Stockholder” beginning on page 40 of this prospectus for more information about the Selling Stockholder. The registration of the shares of Common Stock to which this prospectus relates does not require the Selling Stockholder to sell any of their shares of our Common Stock.

The Selling Stockholder may offer, sell, or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of our Common Stock, except with respect to amounts received by us upon the exercise of the Pre-Funded Warrants and Common Stock Warrants. We will bear all costs, expenses, and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholder will bear all commissions and discounts, if any, attributable to their sale of shares of our Common Stock or the shares of our Common Stock underlying the Pre-Funded Warrants and Common Stock Warrants. See the section entitled “Plan of Distribution” beginning on page 46 of this prospectus for additional information.

Our shares of Common Stock are listed on The Nasdaq Capital Market under the symbol “GITS.” On July 28, 2026, the closing sale price of our Common Stock was $2.18.

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future SEC filings.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 10 of this prospectus before investing in our securities.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [______], 2026

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