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 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.

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

NOTE 17 — WARRANTS (cont.)

- 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.

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 $1,998,907, before deducting placement agent fees and expenses of $189,999 (Note 11).

In connection with the private placement, the Company issued Pre-Funded Warrants to purchase up to 1,092,896 shares of Common Stock and Common Stock Warrants to purchase up to 1,092,896 shares of Common Stock. Each Pre-Funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.001 per share, the balance of the exercise price having been prepaid, is immediately exercisable, may be exercised on a cashless basis, and may be exercised at any time until exercised in full. The Common Stock Warrants are exercisable commencing on December 25, 2026, six months after their June 25, 2026 issue date, at an exercise price of $1.83 per share, subject to adjustment, and expire on December 25, 2031, five years after the initial exercise date. Exercise of the warrants is subject to beneficial ownership limitations of 4.99% (or, at the holder’s election, up to 9.99%).

The Company paid the placement agent a cash fee of $139,999, equal to 7.0% of the total proceeds of the financing of $1,999,999.68 (which includes $1,093 of prepaid nominal exercise proceeds held by the placement agent for remittance to the Company as Pre-Funded Warrants are exercised), and reimbursed $50,000 of the placement agent’s fees and expenses. The total offering costs of $189,999 withheld at closing were charged to additional paid-in capital.

The following table summarizes the Company’s warrant activity for the period ended June 30, 2026:

SCHEDULE OF WARRANT ACTIVITIES 

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

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 $1,998,907 were allocated between the two instruments based on their relative standalone fair values at the June 29, 2026 closing date in accordance with ASC 505-10-30-6: $1,043,183 to the Pre-Funded Warrants and $955,724 to the Common Stock Warrants. The fair value of the Pre-Funded Warrants was determined as the closing price of the Common Stock on the closing date less the $0.001 exercise price. The fair value of the Common Stock Warrants was estimated using a Black-Scholes option pricing model with the following assumptions. Because the Company’s trading history is shorter than the warrants’ contractual term, expected volatility was estimated as a weighted combination of the Company’s historical volatility over its full trading history and the historical volatility of comparable publicly traded companies:

 SCHEDULE OF VALUATION PERFORMED USING ASSUMPTIONS AS OF GRANT DATE

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 1,092,896 Pre-Funded Warrants and all 1,092,896 Common Stock Warrants were outstanding and unexercised, and 2,185,792 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.

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 332,505 warrants issued on May 7, 2025 as part of the consideration for the debt conversions described above using the Black-Scholes Option Pricing Model (BSM) pursuant to the fair value guidance under ASC 820. The following analysis relates only to those warrants and not to the Pre-Funded Warrants or Common Stock Warrants issued in the June 2026 private placement.

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

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 

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.

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements