Global Interactive Technologies, Inc. (NASDAQ: GITS) told the market on August 21, 2026 that Nasdaq had put it on notice a day earlier for a late quarterly report. It is the third consecutive periodic report the Seoul company has filed after its due date, and the second for which the five calendar day extension period stated in its own Form 12b-25 elapsed before the report was filed.

The notice

The compliance delinquency notice came from the Listing Qualifications Department of The Nasdaq Stock Market LLC on August 20, 2026. It advised the company that because it did not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, it is not in compliance with Nasdaq Listing Rule 5250©(1), which requires timely filing of all required periodic reports with the Securities and Exchange Commission.

The company has 60 calendar days from the date of the notice to submit a plan to regain compliance. If Nasdaq accepts the plan, the exchange can grant an exception of up to 180 calendar days from the Form 10-Q due date, or until February 16, 2027. The common stock continues to be listed and traded during the 60-day grace period, subject to compliance with Nasdaq’s other continued listing requirements. The company said it expects to file the Form 10-Q promptly.

The disclosure was made under Item 3.01 of a Current Report on Form 8-K, covering notice of failure to satisfy a continued listing rule, and the accompanying press release was furnished under Item 7.01. The company is a digital media and technology business focused on fan engagement and the fandom economy through a multi-platform ecosystem including Faning, a platform connecting K-pop and broader K-culture fans, with its principal executive office at 160 Yeouiseo-ro, Yeongdeungpo-gu, Seoul.

What the company said before the deadline passed

On August 17, 2026 the company filed a Form 12b-25 notification of late filing for the quarter ended June 30, 2026. It stated that it would not be able to file by August 14, 2026, the original due date, without unreasonable effort or expense, “due to delays in obtaining, compiling and reviewing certain information included in the Form 10-Q”. It checked the box representing that the report would be filed no later than the fifth calendar day following the prescribed due date, and said it would use its best efforts to file within that five calendar day extension period.

It also answered yes to the question of whether all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months had been filed, and no to the question of whether any significant change in results of operations from the corresponding period of the prior year was anticipated.

Rule 12b-25, at 17 CFR 240.12b-25, sets out what that representation buys. A late report is deemed filed on its prescribed due date only if the registrant files the Form 12b-25, represents that the cause could not be eliminated without unreasonable effort or expense and that a Form 10-Q will be filed no later than the fifth calendar day following the due date, and then actually files within that period. Paragraph (d) adds that a registrant is not eligible to use any Securities Act registration statement form whose use is predicated on timely filed reports until the subject report is actually filed.

The pattern in the filing history

The filing history records two earlier notifications. On March 31, 2026 the company filed a Form 12b-25 for its Annual Report on Form 10-K for the year ended December 31, 2025, saying it had substantially completed the financial statements and related disclosures but needed more time for the completion of audit procedures by its independent registered public accounting firm. That Form 10-K reached EDGAR on May 26, 2026.

On May 14, 2026 it filed another Form 12b-25, this time for the quarter ended March 31, 2026, using the same wording about delays in obtaining, compiling and reviewing certain information, and saying it expected to file within the five calendar day extension period after the May 15, 2026 due date. That Form 10-Q reached EDGAR on June 22, 2026.

Analysis: what the five day representation does and does not do

A late filing is a common and often unremarkable event. In this sequence the company has twice checked the box under Rule 12b-25(b)(2)(ii) representing that a Form 10-Q would be filed within five calendar days of its due date, and on both occasions that period ended before the report was filed. The March quarter report was due on May 15, 2026 and the extension it claimed ran to May 20, 2026; the report was filed on June 22, 2026. The June quarter report was due on August 14, 2026 with an extension to August 19, 2026; Nasdaq’s notice arrived on August 20, 2026, the day after that window shut.

The consequence is mechanical rather than discretionary. Under Rule 12b-25(b)(3) the deeming provision applies only if the report is actually filed within the specified period, so on the dates recorded in the filing history neither report qualified for that treatment.

Nasdaq’s August 20, 2026 notice states that the company is not in compliance with Listing Rule 5250©(1) in respect of the June quarter report; the filings reviewed here record no notice relating to the March quarter report. The company’s own Form 12b-25 in August answered yes to having filed all other required periodic reports during the preceding 12 months, which is consistent with reports that were late but eventually filed.

The stated cause has also not changed. Both quarterly notifications give delays in obtaining, compiling and reviewing certain information, with no further detail, no named subsidiary or system, and no indication of an accounting issue or auditor dispute. The annual notification pointed instead to the completion of audit procedures. The filings reviewed here do not identify a restatement, a disagreement with the auditors or a material weakness, and they do not say what specific information is slow to arrive.

Timing matters for one other reason. The company registered a resale offering during this window. A Form S-1 registration statement covering up to 2,185,792 shares of common stock for a single selling stockholder, comprising 1,092,896 shares issuable on exercise of pre-funded warrants at $0.001 per share and 1,092,896 shares issuable on exercise of common stock warrants at $1.83 per share, was pending as a pre-effective amendment filed on August 6, 2026. Those warrants were issued in a private placement that closed on June 29, 2026, and the common stock warrants become exercisable six months after issuance and expire five and one-half years from the closing. The closing sale price cited in that amendment was $1.97 on August 5, 2026.

Rule 12b-25(d) restricts the use of registration forms whose use is predicated on timely filed reports, a category that does not automatically capture a Form S-1. The pre-effective amendment was filed on August 6, 2026 and the Form 10-Q due date was August 14, 2026; the filings reviewed here state no connection between the two.

What a careful reader watches next is a filing date rather than a statement. Either the Form 10-Q appears and the notice resolves, or the 60-day plan deadline arrives with the report still outstanding, at which point the February 16, 2027 outer limit becomes the operative date.