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 July, 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
Securities
Purchase Agreement
On
July 14, 2026, Freight Technologies, Inc., a company organized in the British Virgin Islands (the “Company”), entered
into a securities purchase agreement (the “Securities Purchase Agreement”) with the institutional investor named therein
(the “Buyer”), pursuant to which the Company agreed to issue and sell to the Buyer 1,200,000 Series C preferred shares, par
value $0.0001 per share, of the Company (each, a “Series C Preferred Share” and collectively, the “Series C Preferred
Shares”), for an aggregate purchase price of $1,200,000 in a private placement (the “Offering”). The Series C Preferred
Shares have the rights, preferences and privileges set forth in the Company’s Amended and Restated Memorandum and Articles of Association,
filed with the Registrar of Corporate Affairs of the British Virgin Islands on March 12, 2026 (the “A&R M&A”). The
Offering is expected to raise net cash proceeds of approximately $1.15 million (after deducting estimated expenses of the Offering payable
by the Company). The Company intends to use the net cash proceeds from the Offering for working capital and corporate purposes and may
not use such proceeds, directly or indirectly, for the redemption or repurchase of any securities of the Company or any of its subsidiaries.
Pursuant to the A&R M&A, each Series C Preferred Share is immediately convertible on the date of issuance, at the option of the
holder, at any time and from time to time, and without the payment of additional consideration by the holder, into such number of fully
paid and non-assessable ordinary shares, with no par value per share, of the Company (the “Ordinary Shares” and such shares
issuable upon conversion of the Series C Preferred Shares, the “Conversion Shares”). The Offering is expected to close on
or about July 15, 2026 subject to the satisfaction or waiver of the closing conditions in the Securities Purchase Agreement.
The
Securities Purchase Agreement contains customary conditions, covenants, representations and warranties. Pursuant to the Securities Purchase
Agreement, if there is not an effective registration statement covering the resale of the Conversion Shares or the prospectus contained
therein is not available for use and the Company determines to prepare and file with the U.S. Securities and Exchange Commission (the
“SEC”) a registration statement or offering statement relating to an offering of its equity securities under the Securities
Act of 1933, as amended (the “Securities Act”) for its own account or the account of others, each Buyer may request that
the Company include in such registration statement or offering statement all or any part of the Conversion Shares held by such Buyer.
These “piggy-back” registration rights do not apply to registration statements filed on Form F-4 or Form S-8 (or their then
equivalents) relating to equity securities to be issued solely in connection with any acquisition of any entity or business, or equity
securities issuable in connection with the Company’s share option or other employee benefit plans subject to the conditions set
forth in the Securities Purchase Agreement.
During
the period commencing on the date of the Securities Purchase Agreement and ending on the later of (x) the date the Buyer does not hold
any Series C Preferred Shares issued pursuant to the Securities Purchase Agreement and (y) the two (2) year anniversary of the date of
the Securities Purchase Agreement (the “Covenant Period”), the Company will not, without the prior written consent of the
Buyer issue any Series C Preferred Shares (other than to the Buyer as contemplated by the Securities Purchase Agreement) and the Company
shall not issue any other securities that would cause a breach or default under the Securities Purchase Agreement or the A&R M&A,
subject to certain exceptions for Excluded Securities (as defined in the Securities Purchase Agreement) and the terms and conditions
under the Securities Purchase Agreement.
During
the Covenant Period, the Company and each Subsidiary (as defined in the Securities Purchase Agreement) is prohibited from effecting or
entering into an agreement to effect any Subsequent Placement (as defined in the Securities Purchase Agreement) involving a transaction
in which the Company or any Subsidiary (i) issues or sells any Convertible Securities (as defined in the Securities Purchase Agreement)
either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations
for the Ordinary Shares at any time after the initial issuance of such Convertible Securities, or (B) with a conversion, exercise or
exchange price that is subject to being reset at some future date after the initial issuance of such Convertible Securities or upon the
occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary
Shares, other than pursuant to a customary “weighted average” anti-dilution provision or (ii) enters into any agreement (including,
without limitation, an equity line of credit or an “at-the-market” offering) whereby the Company or any Subsidiary may sell
securities at a future determined price (other than standard and customary “preemptive” or “participation” rights),
subject to the terms and conditions under the Securities Purchase Agreement.
Pursuant
to the A&R M&A, the initial Conversion Price (as defined in the A&R M&A) will be equal to the lower of (A) $4.752,
and (B) the lowest daily volume-weighted average price of the Ordinary Shares in the seven (7) consecutive trading day period immediately
preceding the date of the conversion of the applicable Series C Preferred Shares; in each case subject to the floor price, $0.7764
and the other terms and conditions set forth in the Securities Purchase Agreement and the A&R M&A.
The foregoing descriptions of the Securities Purchase
Agreement and the A&R M&A do not purport to be complete and are qualified in their entirety by reference to the form of Securities
Purchase Agreement and full text of the A&R M&A, copies of which are filed as Exhibits 10.1 and referenced as 3.1 hereto, respectively,
and incorporated herein by reference.
Unregistered
Sales of Securities
The
issuance and sale of the Series C Preferred Shares and the issuance of any Conversion Shares will be exempt from the registration
requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section
4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
Side
Letters
As previously disclosed in the Company’s
Annual Report on Form 20-F, filed with the SEC on May 14, 2026 (the “Annual Report”), the Company entered into a share purchase
agreement with DIP SPV I, L.P., a limited partnership organized under the laws of the British Virgin Islands (“DIP SPV I”
or the “Seller”) on December 9, 2025. Pursuant to the share purchase agreement, the Company agreed to acquire from the Seller
all of the issued and outstanding shares of JAK Solar Loans 1 Limited, a company limited by shares organized under the laws of the British
Virgin Islands and a wholly owned subsidiary of the Seller, in exchange for the issuance to the Seller of 5,500,000 Series C Preferred
Shares, having an aggregate stated value of $5,500,000. On May 13, 2026, the Company entered into a side letter with DIP SPV I, which
was superseded by another side letter entered into on July 13, 2026 (the “DIP Side Letter”), pursuant to which, DIP SPV I
agreed that it will not convert any of the Series C Preferred Shares it holds into Ordinary Shares at a price below $1.68, subject to
certain terms and conditions set forth in the DIP Side Letter.
Also as previously disclosed in the Annual Report,
the Company entered into a securities purchase agreement with a certain institutional investor (the “May Investor”), dated
as of March 12, 2026, pursuant to which the Company agreed to issue and sell to the May Investor 1,000,000 Series C Preferred Shares
for an aggregate purchase price of $1,000,000. On May 13, 2026, the Company entered into a side letter with the May Investor, which was
superseded by another side letter entered into on July 13, 2026 (the “May Investor Side Letter”), pursuant to which the May
Investor agreed that it will not convert any of the Series C Preferred Shares it holds into Ordinary Shares at a price below $1.102,
subject to certain terms and conditions set forth in the May Investor Side Letter.
The foregoing descriptions of the DIP Side Letter
and the May Investor Side Letter do not purport to be complete and are qualified in their entirety by reference to the full texts of
the DIP Side Letter and the May Investor Side Letter, copies of which are filed as Exhibits 10.2 and referenced as 10.3 hereto, respectively,
and incorporated herein by reference.
Issuance
of Press Release
On
July 15, 2026, the Company issued a press release providing an update on the Company’s operations and activities, including
the entry into the Securities Purchase Agreement and, as previously reported, the use of the net proceeds from the loan the Company
obtained from a certain institutional investor to pay back in full and terminate the credit facility with Capital Foundry Funding, LLC.
A copy of the press release is filed as Exhibit 99.1 to this Report of Foreign Private Issuer 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, Reports of Foreign Private Issuer 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
the Annual Report. 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, except as required by law.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 3.1
|
|
Amended and Restated Memorandum and Articles of Association of Freight Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 6-K filed on March 16, 2026) |
| 10.1 |
|
Form of Securities Purchase Agreement by and among Freight Technologies, Inc. and the Buyer dated July 14, 2026 |
10.2 |
|
Side Letter Regarding Conversion of Series C Preferred Shares, dated July 13, 2026, between Freight Technologies, Inc. and DIP SPV I, L.P. |
10.3 |
|
Side Letter Regarding Conversion of Series C Preferred Shares, dated July 13, 2026, between Freight Technologies, Inc. and the May Investor. |
| 99.1 |
|
Press
Release dated July 15, 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:
July 15, 2026 |
FREIGHT
TECHNOLOGIES, INC. |
| |
|
|
| |
By: |
/s/
Javier Selgas |
| |
Name: |
Javier
Selgas |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Fr8Tech
Advances AI-Native Transformation, Reduces Workforce and Raises Additional Capital
Fr8Tech
furthers its transition to a pure-play, software-driven logistics technology company as it advances the build-out of an AI-native freight
platform, completes additional workforce reduction, scales back brokerage operations, and raises $1.2 million to support its evolution
HOUSTON
– July 15, 2026 – Freight Technologies, Inc. (Nasdaq: FRGT, “Fr8Tech” or the “Company”),
a technology-centric logistics company offering a diversified portfolio of AI software solutions designed to address key inefficiencies
in the supply chain, today announced that it has completed additional steps in its transition from an online freight broker to a pure-play,
software and AI logistics technology company. These steps include a further reduction in workforce, a reduction of certain brokerage
operations, and raising $1.2 million through the issuance of additional Series C Preferred Shares. The Company expects these actions
to meaningfully lower operating expenses, reduce outstanding debt, and support a higher-margin business model as Fr8Tech continues to
scale its software solutions.
As
previously announced, Fr8Tech is exploring strategic alternatives for its online brokerage operations, including a potential sale, and
has engaged with multiple interested parties as part of that process. Certain Fr8Fleet dedicated capacity operations were successfully
transitioned to other operators in the second quarter of 2026. Ongoing discussions regarding Fr8App over-the-road, spot market and Waavely
ocean container brokerage services remain exploratory in nature. No assurance can be given that the exploration of strategic alternatives
will result in any transaction. In connection with this ongoing process, and consistent with the Company’s deliberate pivot away
from brokerage operations, Fr8Tech has taken further action to reduce the scope and expenses of its brokerage business.
The
Company completed significant workforce reductions in the second quarter of 2026, concentrated primarily within its brokerage operations.
These actions are expected to materially reduce the Company’s ongoing operating expenses and headcount-related costs, while preserving
enterprise customer relationships, technology infrastructure, and its software and AI development pipeline that support Fr8Tech’s
SaaS and AI product offerings. The Company expects to substantially complete its restructuring by the end of the third quarter of 2026
and to incur severance and other restructuring costs of approximately $0.4 million; $0.2 million of which was incurred in the second
quarter.
These
developments follow the Company’s June 18th announcement of securing a $2.5 million loan, the net proceeds of which
were used to repay in full and terminate the Company’s prior credit facility. The new loan bears interest at 10.0% per annum, matures
on June 17, 2027, and consolidates Fr8Tech’s debt structure under a single lender relationship. Further, on July 14, 2026,
the Company entered into a securities purchase agreement with an institutional investor (the “Buyer”), pursuant to which
the Company agreed to sell to the Buyer 1,200,000 Series C preferred shares, par value $0.0001 per share, of the Company, for an aggregate
purchase price of $1,200,000 (the “Offering”). The Offering is expected to raise net cash proceeds of approximately $1,150,000
after deducting the estimated expenses payable by the Company. The Company intends to use the net cash proceeds from the Offering for
its ongoing restructuring, working capital, and general corporate purposes.
As
of June 30, 2026, the Company held cash and cash equivalents of approximately $285 thousand, billed and unbilled accounts receivable
of approximately $3.5 million, accounts payable and accrued expenses of approximately $2.5 million, and short-term debt of approximately
$2.5 million. These figures are unaudited and have not been reviewed by the Company’s auditors.
“The
actions we have taken in the second quarter reflect a deliberate and disciplined approach to reshaping our cost base,” said Don
Quinby, Chief Financial Officer of the Company. “By establishing a leaner cost structure and accelerating the transition away from
brokerage operations, we are building the financial foundation from which Fr8Tech can scale its recurring, higher-margin SaaS and AI-based
revenue streams and creating a sustainable path toward profitability.”
“Together,
these actions mark a decisive and disciplined step in our transformation into a pure-play, software-first technology company,”
said Javier Selgas, Chief Executive Officer of the Company. “By reducing our workforce further, scaling back brokerage operations,
and consolidating our debt, we are systematically removing operational complexity and financial friction from the business, and simultaneously
focusing our capital and our talent on the commercialization of our software platform. Fr8Tech is building an AI-powered platform anchored
by Fleet Rocket, where AI agents and automation tools are designed to streamline freight operations from tendering to delivery across
the USMCA corridor.”
Fr8Tech
believes that the cross-border freight market it targets remains a highly dynamic and underpenetrated technology opportunity in North
American logistics, driven by ongoing nearshoring investment in Mexico and continued growth in cross-border trade. Fr8Tech’s software
platform — anchored by Fleet Rocket and its growing ecosystem of AI-powered modules and applications — continues to generate
recurring software contracts as the Company directs its full resources toward its AI-powered, software-first strategy across the USMCA
region.
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; and 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. 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. Forward-looking statements in this press
release include, without limitation, statements regarding the anticipated benefits of the Company’s workforce reduction, reduction
of brokerage operations, credit facility refinancing, and working capital position, including expectations regarding future operating
expenses, debt levels, and profit margins, as well as statements regarding the Company’s exploration of strategic alternatives
for its brokerage operations and the timing of the closing of the Offering.
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; (6) the risk that the Company does not realize the anticipated
cost savings, margin improvement, or debt reduction from its workforce reduction, brokerage operations reduction, or credit facility
refinancing; (7) the risk that the exploration of strategic alternatives for the Company’s brokerage operations does not result
in a transaction, or results in a transaction on terms less favorable than anticipated; (8) uncertainty regarding AI technology development
timelines; (9) risks that AI capabilities may not perform as anticipated; (10) regulatory risks related to AI in transportation/logistics;
(11) competitive risks in the AI logistics space; and (12) 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
