GITS · Global Interactive Technologies, Inc.

Global Interactive Technologies, Inc. entered into a Securities Purchase Agreement with FirstFire Global Opportunities Fund, LLC, closing on April 22, 2026, for a convertible promissory note with $550,000 principal, reflecting a $44,000 original issue discount. The company received $506,000 net after withholdings: $5,000 for FirstFire's legal fees, $5,000 for due diligence, and $35,420 for placement agent fees to D. Boral Capital LLC. The note accrues 9% interest annually, with the first 12 months' interest ($49,500) guaranteed upfront, and matures in 12 months. Prepayment is allowed under specified terms, providing liquidity flexibility. Key investor protections include conversion rights exercisable by FirstFire only after a default, at 85% of the 15-trading-day VWAP prior to conversion (15% discount), subject to a 4.99% beneficial ownership cap and exchange cap unless shareholder approval is obtained. Defaults trigger severe penalties: automatic 125% increase on outstanding balance, plus $5,000 monthly principal additions, and 18% default interest. FirstFire gains piggyback registration rights, facilitating potential resale of conversion shares. The transaction relied on Section 4(a)(2) of the 1933 Act and Rule 506(b), confirming FirstFire's accredited investor status and unregistered nature. This financing bolsters near-term liquidity but introduces dilution risk via discounted conversions and escalating default costs, warranting investor monitoring of compliance and repayment capacity.