UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
For
the month of October 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 ☐
As
previously reported, by Freight Technologies, Inc. (the “Company”) to the Securities and Exchange Commission (the “SEC”),
the Company issued to two accredited investors an aggregate of 1,540,832 Series A4 preferred shares of the Company, par value $0.0001
per share (each, a “Series A4 Preferred Share” and collectively, the “Series A4 Preferred Shares”), for an aggregate
purchase price of approximately $3,000,000, pursuant to a securities purchase agreement, dated as of January 31, 2025, between the Company
and such two accredited investors (the “January 2025 Series A4 Holders”).As previously reported, on August 6, 2025, the Company
issued 126,005 Series A4 Preferred Shares to one of the January 2025 Series A4 Holders (the “August 2025 Series A4 Holder”)
for a total purchase price of $500,000, pursuant to a securities purchase agreement, dated as of August 6, 2025, between the Company
and the August 2025 Series A4 Holder.
As
previously reported, on December 31, 2025, the Company issued 5,500,000 Series C preferred shares of the Company, par value $0.0001 per
share (each, a “Series C Preferred Share” and collectively, the “Series C Preferred Shares”), to an accredited
investor (the “December 2025 Series C Holder” and, together with the January 2025 Series A4 Holders, each, a “Holder”
and collectively, the “Holders”) in exchange for all of the issued and outstanding shares of such Holder’s wholly owned
subsidiary, pursuant to a securities purchase agreement, dated as of December 9, 2025, between the Company and the December 2025 Series
C Holder.
Entry
into the Exchange Agreements
On
October 18, 2026, the Company entered into a Series C Preferred Shares exchange agreement with the December 2025 Series C Holder (the
“Series C Exchange Agreement”), pursuant to which the December 2025 Series C Holder exchanged 3,190,000 Series C Preferred
Shares for rights (the “Series C Rights”) to receive, without payment of additional consideration, an aggregate of 31,900,000
ordinary shares of the Company, no par value per share (each, an “Ordinary Share” and collectively, the “Ordinary Shares”
and, such Ordinary Shares issuable upon exercise of the Series C Rights, the “Series C Rights Shares”), at an exchange rate
of 10 Ordinary Shares per Series C Preferred Share exchanged, reflecting a $0.10 exchange price per Ordinary Share (the “Series
C Exchange”).
In
addition, on the same date, the Company entered into Series A4 Preferred Shares exchange agreements with each of the January 2025 Series
A4 Holders (the “Series A4 Exchange Agreements” and, together with the Series C Exchange Agreement, the “Exchange Agreements”),
pursuant to which the January 2025 Series A4 Holders exchanged an aggregate of 1,666,837 Series A4 Preferred Shares for rights (the “Series
A4 Rights” and, together with the Series C Rights, the “Rights”) to receive, without payment of additional consideration,
an aggregate of 32,453,317 Ordinary Shares (the “Series A4 Rights Shares” and, together with the Series C Rights Shares,
the “Rights Shares”), at an exchange rate of 19.47 Ordinary Shares per Series A4 Preferred Share exchanged, reflecting a
$0.187 exchange price per Ordinary Share, (the “Series A4 Exchange” and, together with the Series C Exchange, the “Exchanges”).
The
Rights may be exercised, in whole or in part, at any time and from time to time by delivery of a notice of issuance to the Company, and
the Company is required to deliver the applicable Rights Shares within two (2) trading days after such delivery. The Company is required
to reserve from its authorized and unissued Ordinary Shares a sufficient number of Ordinary Shares to provide for the issuance of the
Rights Shares upon exercise of the Rights. A Holder may not exercise the Rights to the extent that, after giving effect to such exercise,
such Holder, together with its attribution parties, would beneficially own in excess of 9.99% of the Ordinary Shares outstanding immediately
after giving effect to such exercise. The Rights are not exercisable for any additional consideration. The number of Rights Shares is
subject to proportionate adjustment for share dividends, share splits, share combinations and reclassifications, and the Rights are subject
to customary provisions relating to subsequent rights offerings and fundamental transactions. If the Company fails to timely deliver
Rights Shares, the Company may be required to make cash payments to the applicable Holder, including in connection with any buy-in by
such Holder.
As
previously reported, the board of directors of the Company approved a one (1) for ten (10) reverse split of its issued and outstanding
Ordinary shares. The Company’s Ordinary Shares begin trading on a split adjusted basis on October 19, 2026. On a post-split basis,
the Series C Rights can be exchanged into an aggregate of 3,190,000 Ordinary Shares, and the Series A4 Rights can be exchanged into an
aggregate of 3,245,332 Ordinary Shares.
The
Exchanges were conducted in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as
amended (the “Securities Act”). No commission or other remuneration was paid or given, directly or indirectly, for soliciting
any of the Exchanges.
The
foregoing description of the Exchange Agreements and the Rights does not purport to be complete and is qualified in its entirety by reference
to the full text of the form of Series A4 Exchange Agreement and the form of Series C Exchange Agreement, copies of which are furnished
as Exhibits 10.1 and 10.2, respectively, to this Report on Form 6-K.
Issuance
of Press Release
On
October 19, 2026, the Company issued a press release providing an update on the Company’s previously outstanding warrants, providing
an update regarding the Company’s capital structure. A copy of the press release is furnished as Exhibit 99.1 to this Report on
Form 6-K.
Forward-Looking
Statements
The
press release attached as Exhibit 99.1 hereto and the statements contained therein include “forward-looking statements” within
the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, 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, without limitation, the risks and uncertainties described in the Company’s
Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (the “Annual Report”), Reports on Form 6-K, and other
filings with the SEC. Should any of these risks or uncertainties materialize, or should the underlying assumptions about the Company’s
business and the commercial markets in which the Company operates prove incorrect, actual results may vary materially from those described
as anticipated, estimated or expected in this Report on Form 6-K or the press release attached as Exhibit 99.1 hereto. 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 of this Report
on Form 6-K, except as required by law.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Series A4 Exchange Agreement |
| 10.2 |
|
Form of Series C Exchange Agreement |
| 99.1 |
|
Press Release dated October 19, 2026 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
| Date:
October 19, 2026 |
FREIGHT
TECHNOLOGIES, INC. |
| |
|
|
| |
By: |
/s/
Javier Selgas |
| |
Name: |
Javier
Selgas |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Fr8Tech
Simplifies Capital Structure by Retiring Legacy Preferred Shares and Clearing 2023 Warrants
Company
exchanged all outstanding Series A4 preferred shares and 3,190,000 Series C preferred shares for rights to ordinary shares; legacy warrants
from 2023 financing are fully cleared; simplified capital structure supports transition to a pure-play technology company
HOUSTON
– October 19, 2026 – Freight Technologies, Inc. (Nasdaq: FRGT, “Fr8Tech” or the “Company”), a
logistics management innovation company offering a diverse portfolio of technology-driven solutions, today announced that it has entered
into exchange agreements with the holders of its Series A4 Preferred Shares and with a holder of its Series C Preferred Shares for rights
to receive its ordinary shares, and that all remaining ordinary share warrants issued in connection with its 2023 convertible note financing
have been exercised. These actions are part of the Company’s broader effort to simplify its capital structure as it completes its
transition to a pure-play, AI and software-first technology company.
Under
the exchange agreements, entered into on October 18, 2026, the holders exchanged an aggregate of 1,666,837 Series A4 preferred shares
of the Company, par value $0.0001 per share (each, a “Series A4 Preferred Share” and collectively, the “Series A4 Preferred
Shares”), representing all outstanding Series A4 Preferred Shares, and 3,190,000 Series C preferred shares of the Company, par
value $0.0001 per share (each, a “Series C Preferred Share” and collectively, the “Series C Preferred Shares”)
for rights to receive ordinary shares, no par value per share (each, an “Ordinary Share” and collectively, the “Ordinary
Shares”), without payment of additional consideration (the rights issued in the Series A4 exchange, the “Series A4 Rights,”
and the rights issued in the Series C exchange, the “Series C Rights”).
The
Company’s previously announced one-for-ten reverse share split takes effect today, with Ordinary Shares beginning to trade on a
split-adjusted basis on the Nasdaq market. On a post-split basis, the Series A4 Rights and the Series C Rights are exercisable for an
aggregate of 3,245,332 Ordinary Shares in respect of the Series A4 exchange, reflecting an exchange price of $1.87 per Ordinary Share,
and 3,190,000 Ordinary Shares in respect of the Series C exchange, reflecting an exchange price of $1.00 per Ordinary Share. Exercise
of the Series A4 Rights and the Series C Rights is subject to a 9.99% beneficial ownership limitation.
Separately,
all remaining ordinary share warrants issued in connection with the Company’s 2023 convertible note financing have now been exercised.
With none of these warrants remaining outstanding, the Company has removed what had been a significant overhang of potential ordinary
share issuances.
The
Company’s operating model is moving in the same direction. Fr8Tech recently transitioned a portion of its brokerage operations
to Sendengo, a trusted partner, which now runs that business on Fleet Rocket and pays Fr8Tech a recurring, volume-based software fee.
The arrangement illustrates the Company’s path forward of replacing its operational brokerage business with recurring software
revenue.
“Over
the past year, we have deliberately reshaped Fr8Tech – scaling back brokerage, embedding agentic AI across the organization and
rebuilding our business around Fleet Rocket and Zayren,” said Javier Selgas, Chief Executive Officer of Freight Technologies. “Our
capital structure needed to reflect that same discipline. By retiring legacy preferred securities and closing out the last of our 2023
warrants, we are presenting investors with a cleaner, more transparent equity profile that is aligned with the software-first company
we have become. This is a foundational step as we focus on scaling recurring software revenue and putting agentic AI to work in the U.S.–Mexico
OTR market.”
“Simplifying
our capital structure has been a priority throughout our transformation,” said Don Quinby, Chief Financial Officer of Freight Technologies.
“Exchanging the Series A4 and a substantial portion of the Series C Preferred Shares, together with the full exercise of the remaining
2023 warrants, removes a meaningful overhang on our Ordinary Shares and gives current and prospective shareholders a clearer view of
our ownership base. We will continue to approach our balance sheet with the same disciplined focus.”
Additional
information regarding the exchange agreements is included in the Company’s Report on Form 6-K furnished to the U.S. Securities
and Exchange Commission on October 19, 2026.
About
Freight Technologies Inc.
Freight
Technologies (Nasdaq: FRGT) (“Fr8Tech”) is a technology company offering a diverse portfolio of proprietary platform solutions
that incorporate AI and machine learning tools to optimize and automate aspects of 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 over-the-road
(OTR) B2B cross-border shipping across the USMCA region; Fleet Rocket, a nimble, scalable and cost-effective Transportation Management
System (TMS) for brokers, shippers, and other logistics operators; Fr8Radar, a GPS integration and shipment visibility module within
Fleet Rocket that enables real-time tracking of in-transit freight across the Mexico-U.S. corridor; Zayren, an AI-based, 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-assisted customs compliance platform to monitor, verify and trace Digital Customs Documents (DODAs) for
trade operators in Mexico. 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, real-time tracking, digitization of critical
documentation, 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’s other filings with the Securities and 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
