Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On June 25, 2026, Global Interactive Technologies, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with the purchaser named therein (the "PIPE Investor") for the purpose of raising approximately $2,000,000 in aggregate gross proceeds for the Company before deducting placement agent fees and other expenses payable by the Company. Pursuant to the terms of the Securities Purchase Agreement, 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 (the "Common Stock Warrant Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $1.829 per Pre-Funded Warrant to purchase one share of Common Stock and accompanying Common Stock Warrant to purchase one share of Common Stock. Each Pre-Funded Warrant is exercisable for one share of the Common Stock. 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 at an exercise price of $1.83 per Common Stock Warrant Share, subject to adjustment, and will expire five and one-half (5.5) years from the Closing Date (as such term is defined below).

Pursuant to the Securities Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as such term is defined in the Securities Purchase Agreement) until thirty (30) days after the effective date of the registration statement to be filed pursuant to the Registration Rights Agreement discussed below (the "Effective Date"). In addition, the Company agreed to not enter into a Variable Rate Transaction (as defined in the Securities Purchase Agreement) until ninety (90) days following the Effective Date, subject to certain exceptions as set forth in the Securities Purchase Agreement.

The Private Placement closed on June 29, 2026 (the "Closing Date"). The aggregate gross proceeds to the Company from the Private Placement were approximately $2,000,000, before deducting the placement agent's fee and offering expenses payable by the Company. The Company intends to use the net proceeds from the Private Placement (i) to repay amounts owed under the Company's Convertible Promissory Note held by FirstFire Global Opportunities Fund, LLC and (ii) for general corporate and working capital purposes.

Placement Agency Agreement

In connection with the Private Placement, the Company entered into a Placement Agency Agreement with D. Boral Capital LLC (the "Placement Agent"), dated June 25, 2026, pursuant to which the Placement Agent acted as the exclusive placement agent for the Company in connection with the Private Placement (the "Placement Agency Agreement"). Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee of 7.0% of the gross proceeds from the Private Placement. In addition, the Company agreed to reimburse the Placement Agent for up to $50,000 of its fees and expenses in connection with the Private Placement.