Freight Technologies Announces 1-for-4 Reverse Share Split

Rhea-AI Summary

Freight Technologies (NASDAQ: FRGT) has announced a 1-for-4 reverse share split of its ordinary shares, effective May 27, 2025. The reverse split will reduce the company's outstanding shares from 9,145,074 to 2,286,269. The stock will continue trading on the Nasdaq Capital Market under the symbol "FRGT" but with a new CUSIP number: G51413147.

Shareholders holding fractional shares not evenly divisible by 4 will receive rounded-up shares if their fraction is one-half or more, while smaller fractions will be cancelled. The reverse split won't affect the total authorized shares, and the company will have approximately 2.2 million ordinary shares outstanding post-split, excluding shares issuable under options and warrants.

Positive

• Potential to maintain Nasdaq listing compliance through higher share price
• Reduced number of shares outstanding may make the stock more attractive to institutional investors

Negative

• Reverse splits are often viewed negatively by the market as a sign of company distress
• No fundamental change in company value despite share count reduction

Insights

Financial Restructuring Specialist

Freight Technologies' reverse split aims to boost share price but doesn't change fundamental value; likely compliance-motivated.

Freight Technologies has announced a 1-for-4 reverse share split, reducing outstanding shares from 9,145,074 to approximately 2,286,269 while maintaining the same market capitalization. This financial restructuring effectively multiplies the share price by 4 without changing the company's underlying value.

The timing and ratio suggest this is likely a compliance-driven decision to maintain Nasdaq listing requirements, which mandate a minimum bid price of $1. Reverse splits are typically implemented when companies face potential delisting due to prolonged trading below this threshold.

The provision to round up fractional shares greater than one-half to the next whole share is standard practice, minimizing administrative complications for shareholders. This will have negligible impact on the overall share count.

Looking beyond the mechanics, reverse splits often signal underlying financial challenges. While the move doesn't directly affect Fr8Tech's fundamentals, the market frequently interprets reverse splits negatively as they're commonly associated with struggling companies attempting to artificially boost share prices.

Investors should understand this action doesn't create or destroy value in itself - a shareholder owning 100 shares pre-split will own 25 shares post-split, but the total investment value remains unchanged (excluding market reaction). However, historical patterns show companies implementing reverse splits frequently underperform the broader market in subsequent periods.

HOUSTON, May 22, 2025 (GLOBE NEWSWIRE) -- Freight Technologies, Inc. (Nasdaq: FRGT, “Fr8Tech” or the “Company”), a logistics management innovation company offering a diverse portfolio of technology-driven solutions, announced today that the board of directors of the Company approved a one (1) for four (4) reverse share split (“reverse split”) of its issued and outstanding ordinary shares, no par value (the “Ordinary Shares”). The Ordinary Shares will begin trading on a split adjusted basis on May 27, 2025.

As a result of the reverse split, every four (4) pre-split Ordinary Shares will automatically be combined into one (1) Ordinary Share without any action required by the holders, and the number of outstanding Ordinary Shares will be reduced from 9,145,074 to 2,286,269. The Ordinary Shares will continue to trade on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “FRGT”, but will trade under a new CUSIP number: G51413147.

No fractional shares will be issued as a result of the reverse split. Shareholders who otherwise would be entitled to a fractional share because they hold a number of Ordinary Shares not evenly divisible by the one (1) for four (4) reverse split ratio, will automatically be entitled to receive an additional fractional share of the Ordinary Shares to round up to the next whole share if they were to hold a fractional share less than one-half or more. Shareholders who hold a fractional share equal to less than one-half will have the fractional share cancelled.

Following the reverse split, the Company will have approximately 2.2 million Ordinary Shares issued and outstanding, exclusive of shares issuable under outstanding options and warrants. The reverse split will not affect the number of total authorized Ordinary Shares.

The Company’s transfer agent, Transhare Corporation will act as the exchange agent. Please contact Transhare Corporation for further information at (303) 662-1112.

About Freight Technologies Inc.

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. Each product is interconnected within a unified platform to connect carriers and shippers and significantly improve matching and operation efficiency 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.

Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Fr8Tech’s and Fr8App Inc.’s actual results may differ from their expectations, estimates and projections and, consequently, readers should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside Fr8Tech’s and Fr8App Inc.’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability to obtain or maintain the listing of Fr8Tech’s ordinary shares on Nasdaq; (2) changes in applicable laws or regulations; (3) the possibility that Fr8Tech or Fr8App Inc. may be adversely affected by other economic, business and/or competitive factors; (4) risks relating to the uncertainty of the projected financial information with respect to Fr8App Inc.; (5) risks related to the organic and inorganic growth of Fr8App Inc.’s business and the timing of expected business milestones; and (6) other risks and uncertainties identified, including those under “Risk Factors,” to be filed in Fr8Tech other filings with the Securities Exchange Commission.

Fr8Tech cautions that the foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Fr8Tech and Fr8App Inc. caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Fr8Tech and Fr8App Inc. do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

Fr8Tech Contact:
Jason Finkelstein
IGNITION Investor Relations
investors@fr8technologies.com

FAQ

When will FRGT's 1-for-4 reverse stock split take effect?

Freight Technologies' 1-for-4 reverse stock split will take effect on May 27, 2025, when the shares will begin trading on a split-adjusted basis.

How many shares will FRGT have outstanding after the reverse split?

After the reverse split, FRGT will have approximately 2.2 million ordinary shares outstanding, reduced from 9,145,074 shares, excluding shares issuable under outstanding options and warrants.

What happens to fractional shares in FRGT's reverse split?

Shareholders with fractional shares of one-half or more will receive rounded-up shares to the next whole share, while fractions less than one-half will be cancelled.

Will FRGT's stock symbol change after the reverse split?

No, FRGT will continue trading under the same symbol on Nasdaq, but will have a new CUSIP number: G51413147.

How does the reverse split affect FRGT shareholders?

Every 4 shares held by shareholders will be automatically combined into 1 share, with the total value of their holdings remaining the same, subject to market fluctuations.