Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity Securities · Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On May 27, 2025, the Company issued a press release announcing the closing of the Notes Exchange Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.…
Filed May 28, 2025Accepted May 27, 2025, 8:00 PM EDTCIK 1687542Accession 0001641172-25-012557
Freight Technologies (Nasdaq: FRGT) (“Fr8Tech”) is a technology company offering a diverse portfolio of proprietary platform solutions powered by AI and machine learning to optimize and automate the supply chain process. Focused on addressing the distinct challenges within the supply chain ecosystem, the Company’s portfolio of solutions includes the Fr8App platform for seamless OTR B2B cross-border shipping across the USMCA region; Fr8Now, a specialized service for less-than-truckload (LTL) shipping; Fr8Fleet, a dedicated capacity service for enterprise clients in Mexico; Waavely, a digital platform for efficient ocean freight booking and management of container shipments between North America and ports worldwide and Fleet Rocket a nimble, scalable and cost-effective Transportation Management System (TMS) for brokers, shippers, and other logistics operator Together, each product is interconnected within a unified platform to connect carriers and shippers and significantly improve matching and operation efficiency via innovative technologies such as live pricing and real-time tracking, digital freight marketplace, brokerage support, transportation management, fleet management, and committed capacity solutions. The company is headquartered in Houston, Texas. For more information, please visit fr8technologies.com.
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Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
On
May 27, 2025, the Company issued a press release announcing the closing of the Notes Exchange Transaction. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information furnished herein (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by
specific reference in such a filing.
Disclosure
Channels to Disseminate Information
Investors
and others should note that the Company may announce material information about its finances, product development and other matters to
its investors using its website (www.fr8technologies.com) in addition to the filings with the SEC, press releases, public conference
calls and webcasts. The Company uses these channels to communicate with the Company’s shareholders and the public about the Company
and other issues. It is possible that the information the Company posts on these channels could be deemed to be material information.
Therefore, the Company encourages investors, the media, and others interested in the Company to review the information it posts on the
Company’s website (referenced above) in addition to following its press releases, SEC filings, public conference calls, and webcasts.
Forward-Looking
Statements
The
press release attached as Exhibit 99.1 hereto, the statements contained therein, and this Current Report on Form 8-K may include “forward-looking”
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial
risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating
performance. In some cases, you can identify these statements because they contain words such as “may,” “will,”
“believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,”
“should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,”
“potential,” or the negative of such terms, or other comparable terminology that concern the Company’s expectations,
strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information
available to the Company as of today’s date and are not guarantees of the future performance of the Company, and actual results
may vary materially from the results and expectations discussed. The Company’s expectations and beliefs regarding these matters
may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ
materially from those projected, including risks and uncertainties described in the Company’s Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, and other filings with the SEC. All subsequent written and oral forward-looking
statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified
in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking
statements to reflect events or circumstances that may arise after the date hereof, except as required by law.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
EX-99.1
3
ex99-1.htm
EX-99.1
Exhibit
99.1
Freight
Technologies Exchanges Senior Convertible Notes for Series A4 Preferred Shares under the $20 Million Facility
Notes
now convertible into series A4 preferred shares | $1.5 million of notes converted
HOUSTON
- May 27, 2025 - Freight Technologies, Inc. (Nasdaq: FRGT; “Fr8Tech” or the “Company”), a logistics management
innovation company, offering a diverse portfolio of technology-driven solutions, today announced it has entered into an Amendment and
Exchange Agreement (the “Exchange Agreement”) with one of its accredited investors, under the Securities Purchase Agreement,
dated April 29, 2025, (the “Facility”). Net proceeds from the $20 million Facility are designated for the purchase of OFFICIAL
TRUMP coins. Under the terms of the Exchange Agreement, the investor will exchange certain previously issued senior convertible notes
for Series A4 preferred shares (the “New Preferred Shares”) of the Company.
Concurrently, the accredited investor is converting
$1.5 million of previously issued senior convertible notes into 387,305 New Preferred Shares. The New Preferred Shares are convertible,
in whole or in part, into ordinary shares…