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 2025
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
Equity
Line of Credit
The
Equity Purchase Facility Agreement
On
October 28, 2025, Freight Technologies, Inc. (the “Company”), entered into a purchase agreement (the
“Purchase Agreement”), with a certain institutional investor (the “Investor”). Pursuant to the
Purchase Agreement, the Company has the right, but not the obligation, to direct the Investor to purchase up to $1.0 billion
(the “Commitment Amount”) in ordinary shares of the Company, no par value per share (“Ordinary Shares”),
subject to the terms and conditions contained in the Purchase Agreement (the “Advance Shares”).
During
the term of the Purchase Agreement, the Company may direct the Investor to purchase a certain portion of the Commitment Amount
(“Advance”) by delivering a notice (“Advance Notice”) to the Investor. The Company shall, in its sole
discretion, select the amount of the Advance requested by the Company in each Advance Notice. There shall be no mandatory minimum amount
for each Advance and there shall be no non-usages fee for not obtaining Advances, however, each requested Advance may
not exceed the Maximum Advance Amount (as defined in the Purchase Agreement).
Pursuant
to the terms of the Purchase Agreement, to the extent required by the rules of the Exchange (as defined below) the Company is
required to hold a special meeting of shareholders (the “Shareholder Meeting”), no later than ninety (90) calendar days following
the date of the Purchase Agreement, to seek approval of the issuance of the Advance Shares under the Purchase Agreement equal
to and in excess of 20% of the total outstanding Ordinary Shares (such approval, the “Shareholder Approval”). Until Shareholder
Approval is obtained, the total cumulative number of Ordinary Shares that may be issued to the Investor will be limited to 19.99% of
the number of Ordinary Shares issued and outstanding as of October 27, 2025 (the “Exchange Cap”) pursuant to the requirements
of the Nasdaq Stock Market LLC (“Exchange”) or other applicable rules of the Principal Market.
Additionally, the Company may not
direct the Investor to purchase any Advance Shares under the Purchase Agreement if such purchase, when aggregated with all other Ordinary
Shares then owned by Investor and its affiliates beneficially, would result in Investor and its affiliates beneficially owning (on an
aggregated basis) more than 4.99% of the then outstanding voting power or number of Ordinary Shares; provided that, Investor may increase
or decrease this ownership limitation, upon notice to the Company, which notice with respect to an increase will not be effective until
the 61st day following the date such notice is delivered, not to exceed 9.99% of the number of Ordinary Shares outstanding immediately
after giving effect to the issuance of Ordinary Shares held by the Investor.
The
Company will be prohibited from conducting any Variable Rate Transactions (as defined in the Purchase Agreement) from the date of the
Purchase Agreement to the earlier of (i) the date that is three (3) months after the date the Investor has purchased Advance Shares issuable
under the Purchase Agreement, and, (ii) three (3) years after the date of termination of the Purchase Agreement.
In
addition, at any time during the Additional Issuance Restricted Period (as defined in the Purchase Agreement), neither the Company nor
any of its Subsidiaries (as defined in the Purchase Agreement) shall, directly or indirectly, effect any Subsequent Placement (as defined
in the Purchase Agreement) without prior written approval from the Investor. The Investor also has the right to participate in any
Subsequent Placement during the Additional Issuance Restricted Period. The Company is required to provide the Investor with the securities to be issued in such Subsequent Placement on
the same terms as other investors.
The
Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The
representations, warranties and covenants contained in such agreements were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting
parties.
The
Registration Rights Agreement
On
October 28, 2025, the Company also entered into a registration rights agreement with respect to the resale of Advance Shares issuable
pursuant to the Purchase Agreement (the “Registration Rights Agreement”).
Pursuant
to the Registration Rights Agreement, the Company will be required to file a registration statement with the Securities and Exchange
Commission (the “SEC”) registering the resale of Ordinary Shares and any securities issued or issuable to the Investor
from time to time under the Purchase Agreement (the “Registrable Securities”) within thirty (30) calendar days of the date
of the Purchase Agreement, and to have such registration statement be declared effective by the SEC within ninety (90) calendar days
of the date of the Purchase Agreement. The Company must also file one or more additional registration statements for the resale of the
Registrable Securities if necessary.
If
the registration statement covering the Registrable Securities is not filed or declared effective by certain days set forth in the Registration
Rights Agreement (among other things, the “Event Date”), on each such Event Date and on each monthly anniversary of such
Event Date thereafter (if not cured by such date) or any pro rata portion thereof, until the applicable Event Date is cured or ninety
(90) calendar days after the applicable Event Date, whichever comes first, the Company shall pay the Investor an amount in cash,
as partial liquidated damages, equal to the product of two percent (2.0%) multiplied by the total purchase price of each outstanding
Advance Notice (other than the purchase price for any Advance Shares purchased by the Investor prior to the occurrence of the
Event); provided, that the maximum aggregate amount payable thereunder shall not exceed 4% of such amount.
Commencing
on the 30th calendar day following October 28, 2025, if at any time there is not an effective registration statement covering
the Registrable Securities, and the Company proposes to register the offer and sale of any Ordinary Shares under the Securities Act of
1933, as amended (the “Securities Act”) (other than a registration (i) pursuant to a registration statement on Form S-8 ((or
other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan
or other employee benefit arrangement), (ii) pursuant to a registration statement on Form F-4 (or similar form that relates to a transaction
subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution
reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form
of registration statement to be used may be used for any registration of Registrable Securities, the Company shall give prompt written
notice (in any event no later than five days prior to the filing of such registration statement) to the holders of Registrable Securities
of its intention to effect such a registration and, shall include in such registration all Registrable Securities with respect to which
the Company has received written requests for inclusion from the holders of Registrable Securities; provided that, the Company shall
not be required to register any Registrable Securities that have been sold or may be sold without any restrictions pursuant to Rule 144
under the Securities Act, as determined by the counsel to the Company.
The
Placement Agency Agreement
Pursuant
to a Placement Agency Agreement, dated as of October 28, 2025 (the “Placement Agency Agreement”), between the Company
and R. F. Lafferty & Co., Inc. (“Lafferty” or the “Placement Agent”), Lafferty is serving as the exclusive
placement agent for the Company in connection with the proposed placement (the “Placement”) of registered Ordinary Shares
contemplated by the Purchase Agreement. Pursuant to the Placement Agency Agreement, the Company will pay Lafferty a cash fee equal to
(i) two percent (2.0%) of the aggregate gross proceeds raised from the Placement until the one (1) year anniversary of the date of the
Placement Agency Agreement, and then (ii) one percent (1.0%) of the aggregate gross proceeds raised from the Placement subsequent to
the one (1) year anniversary of the date of the Placement Agency Agreement until the date of termination of the Placement Agency Agreement.
In addition, the Company agreed to reimburse Lafferty for all travel and other out-of-pocket expenses incurred, including (i) all expenses
incident to the issuance, delivery and qualification of the Ordinary Shares (including all printing and engraving costs); (ii) all fees
and expenses of the registrar and transfer agent of the Ordinary Shares; (iii) all necessary issue, transfer and other stamp taxes in
connection with the issuance and sale of the Ordinary Shares; (iv) all fees and expenses of the Company’s counsel, independent
public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing,
filing, shipping and distribution of any registration statement (including financial statements, exhibits, schedules, consents and certificates
of experts), preliminary prospectus and prospectus, and all amendments and supplements thereto, and the Placement Agency Agreement; (vi)
all filing fees, reasonable attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or
obtaining exemptions from the qualification or registration of) all or any part of the Ordinary Shares for offer and sale under the state
securities or blue sky laws or the securities laws of any other country; (vii) the fees and expenses associated with including any Ordinary
Shares on the Exchange; and (viii) up to $1,500 for reasonable and documented out-of-pocket accountable expenses related to legal fees
of counsel to the Placement Agent.
Certain
Related Matters
The
Purchase Agreement, the Registration Rights Agreement and the Placement Agency Agreement are filed as Exhibit 10.1, Exhibit
10.2 and Exhibit 10.3 to this Current Report on Form 6-K, and the description above of the material terms of the Purchase Agreement,
the Registration Rights Agreement and the Placement Agency Agreement is qualified in its entirety by reference to each such exhibit.
The
Purchase Agreement, the Registration Rights Agreement and the Placement Agency Agreement contain customary representations,
warranties, covenants, and indemnification obligations of the parties. The representations, warranties and covenants contained in such
agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such
agreements and may be subject to limitations agreed upon by the contracting parties.
The
offer and sale of securities described above was conducted as a private placement pursuant to and in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder for transactions not involving
a public offering.
Other
Related Matters
The Purchase Agreement provides the
Company with significant capital flexibility to progress strategic initiatives. The Company will seek to deepen its investments in advanced
technologies that support logistics operations, including AI-enabled automation and processing, and also explore opportunities related
to, but outside, its core market of over-the-road, US-MEXICO cross-border freight.
As part of its exploration, the Company
recently held conversations with operators of AI computer data centers, exploring potential opportunities for an investment or acquisition
related to AI data center opportunities in Mexico and in other countries in Europe and the Middle East. As of today, the Company is only
exploring and has not made any commitments or decisions regarding such opportunities.
The Company has sent to Fetch Compute
Inc. its Call Option Exercise Notice pursuant to section 4.18 of the Securities Purchase Agreement, dated March 31, 2025, between the
Company and Fetch Compute Inc. Per this exercise notice, the Company will be returning the 11,300,000 FET Tokens to Fetch Compute, Inc.
and in exchange for 2,091,465 of the Company’s Series A4 Preferred Shares. As part of the exercise of the call option, Fetch Compute,
Inc. will retain a total of 219,783 Series A4 Preferred Shares. A copy of the Call Option Exercise Notice is furnished as Exhibit 10.4
to this Report on Form 6-K.
Additionally, the Company is in the
process of amending its Memorandum and Articles of Association to provide for mandatory conversions of preferred shares to ordinary
shares to simplify the capitalization of the Company. The Company is seeking the requisite preferred shareholder approval for these changes
upon which the Company will file its Amended and Restated Memorandum and Articles of Association with Registrar of Corporate
Affairs of the British Virgin Islands. A copy of the proposed and amended Memorandum and Articles of Association
is furnished as Exhibit 10.5 to this Report on Form 6-K.
Forward-Looking
Statements
The statements contained therein, and
this Current Report on Form 6-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 Form 6-K, and other filings with the Securities and Exchange Commission. 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.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form
of Equity Purchase Facility Agreement, dated as of October 28, 2025 |
| 10.2 |
|
Form
of Registration Rights Agreement, dated as of October 28, 2025 |
| 10.3 |
|
Form
of Placement Agency Agreement, dated as of October 27, 2025 |
| 10.4 |
|
Call Option Exercise Notice |
| 10.5 |
|
Proposed
amendment to the Company’s Memorandum and Articles of Association |
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 28, 2025 |
FREIGHT
TECHNOLOGIES, INC. |
| |
|
|
| |
By: |
/s/
Javier Selgas |
| |
Name: |
Javier
Selgas |
| |
Title: |
Chief
Financial Officer |
