UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of May 2026.
Commission
File Number 001-38172
FREIGHT
TECHNOLOGIES, INC.
(Translation
of registrant’s name into English)
Mr.
Javier Selgas, Chief Executive Officer
2001
Timberloch Place, Suite 500
The
Woodlands, TX 77380
Telephone:
(773) 905-5076
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form
40-F
Reverse
Split
On
April 27, 2026, the board of directors of Freight Technologies, Inc. (the “Company”) approved a one (1) for five (5) reverse
split of its issued and outstanding ordinary shares, no par value (the “Ordinary Shares”). The Company’s Ordinary Shares
will begin trading on a split adjusted basis on May 18, 2026.
As
a result of the reverse share split, each five (5) pre-split Ordinary Shares of the Company will automatically combine into one (1) Ordinary
Share without any action on the part of the holders, and the number of outstanding Ordinary Shares will be reduced from 2,860,626 to
572,125. The Company’s 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 G51413162.
No
fractional shares will be issued as a result of the reverse share 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 five (5) reverse split ratio, will automatically
be entitled to receive an additional fractional share of the Company’s 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.
The
reverse share split is intended to increase the per share trading price of the Ordinary Shares to satisfy the $1.00 minimum bid price
requirement for continued listing on the Nasdaq. Following the reverse share split the Company will have approximately 0.57 million Ordinary
Shares issued and outstanding, exclusive of shares issuable under outstanding options and warrants. The reverse share split will not
affect the number of total authorized Ordinary Shares of the Company.
The
Company’s transfer agent, Transhare Corporation will act as the exchange agent. Please contact Transhare Corporation for further
information at (303) 662-1112.
EXHIBIT
INDEX
| Exhibit |
|
Description |
| 99.1 |
|
Press Release, dated May 13, 2026 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| Date:
May 13, 2026 |
FREIGHT
TECHNOLOGIES, INC. |
| |
|
|
| |
By: |
/s/
Javier Selgas |
| |
Name: |
Javier
Selgas |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Freight
Technologies Announces 1-for-5 Reverse Stock Split
HOUSTON
– May 13, 2026 — Freight Technologies, Inc. (Nasdaq: FRGT, “Fr8Tech” or the “Company”), a logistics
management innovation company, offering a diverse portfolio of technology-driven solutions that address distinct challenges within the
supply chain ecosystem, announced today that the board of directors of the Company approved a one (1) for five (5) reverse split of its
issued and outstanding ordinary shares, no par value (the “Ordinary Shares”). The Company’s Ordinary Shares will begin
trading on a split adjusted basis on May 18, 2026.
As
a result of the reverse share split, each five (5) pre-split Ordinary Shares of the Company will automatically combine into one (1) Ordinary
Share without any action on the part of the holders, and the number of outstanding Ordinary Shares will be reduced from 2,860,626 to
572,125. The Company’s 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 (G51413162).
No
fractional shares will be issued as a result of the reverse share 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 5 reverse split ratio, will automatically
be entitled to receive an additional fractional share of the Company’s 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.
The
reverse stock split is intended to increase the per share trading price of the Ordinary Shares to satisfy the $1.00 minimum bid price
requirement for continued listing on the Nasdaq. Following the reverse stock split the Company will have approximately 0.57 million Ordinary
Shares issued and outstanding, exclusive of shares issuable under outstanding options and warrants. The reverse stock split will not
affect the number of total authorized Ordinary Shares of the Company.
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, Fleet Rocket a nimble, scalable and cost-effective Transportation Management System
(TMS) for brokers, shippers, and other logistics operators; Zayren, an AI based, machine learning pricing-prediction tool and carrier-matching
platform designed specifically for cross-border and domestic OTR freight shipments across Mexico and the United States; and DODA Smart,
an AI-powered customs compliance platform to automatically monitor, verify and trace Digital Customs Documents (DODAs) for trade operators
in Mexico. Together, each product is interconnected within a unified platform to network 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. 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
