[8-K] Freight Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

Insights

Capital Structure Analyst

Waiver lifts covenants for new $2 m convertibles and doubles daily resale cap; funding secured, dilution window widens.

The 8-K details an amendment that removes three protective covenants in Fetch Compute’s March 31 purchase agreement so Freight Technologies can issue $2 m of senior secured convertible notes under an existing $20 m facility. The purchaser waives (1) a token-purchase requirement, (2) default remedies tied to that requirement and (3) a prior-notice restriction on new indebtedness. In practical terms, management gains immediate borrowing capacity without triggering default, averting a technical breach that could have accelerated prior securities or penalties.

Liquidity comes at a cost. The new notes are convertible, so equity dilution grows alongside leverage. The amendment also raises the daily resale cap on conversion shares from 2 % to 4 % of shares outstanding, doubling potential distribution into the market and shortening the timeline for converted stock to reach float. That change enhances exit flexibility for noteholders but could amplify near-term supply pressure on the ordinary shares once conversions begin.

No other terms change, and the waiver is limited to this specific note issuance, preserving covenant protection for future activity. Net impact: funding runway improves, covenant risk declines, but shareholder dilution risk increases; overall effect is broadly neutral.

false 0001687542 0001687542 2025-06-26 2025-06-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 26, 2025

FREIGHT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

British Virgin Islands		001-38172		47-5429768
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer  Identification No.)

2001 Timberloch Place, Suite 500, The Woodlands, TX		77380
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (773) 905-5076

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, no par value		FRGT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On June 26, 2025, Freight Technologies, Inc. (the “Company”) entered into a Waiver and Amendment of Certain Restrictions in Securities Purchase Agreement (the “Amendment”) with Fetch Compute, Inc. (the “Purchaser”), which amends certain terms of the Securities Purchase Agreement, dated as of March 31, 2025 (the “Original Agreement”), by and between the Company and the Purchaser.

Pursuant to the Amendment, the Purchaser agreed to waive certain restrictions under the Original Agreement in connection with, and only in connection with, the Company’s issuance of four (4) senior secured convertible notes for an aggregate face amount of $2,000,000, which were issued under a $20 million convertible note facility pursuant to a securities purchase agreement between the Company, TrumpCoin Ventures I LLC and TrumpCoin Ventures II LLC, dated April 30, 2025.

The restrictions waived include the requirement to purchase additional tokens within a specified time period under Section 4.15 of the Original Agreement, any remedies available to the Purchaser for defaults or failures by the Company to comply under Section 4.17 of the Original Agreement, and the restriction that the Company and its subsidiaries shall not incur, directly or indirectly, any indebtedness without prior written notice to the Purchaser under Section 4.20 of the Original Agreement.

In addition, the Amendment modifies the transfer restrictions for any Conversion Shares (as defined in the Original Agreement), such that the aggregate amount of Conversion Shares that may be traded on any trading day on the trading market has been increased from two percent (2%) to four percent (4%) of the total number of the Company’s outstanding ordinary shares, with no par value per share, as set forth in Section 4.1(b) of the Original Agreement.

All other material terms of the Original Agreement remain unchanged and in full force and effect.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Waiver and Amendment of Certain Restrictions in Securities Purchase Agreement dated June 26, 2025, by and between Freight Technologies, Inc. and Fetch Compute, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Date: July 2, 2025	Freight Technologies, Inc.
		/s/ Javier Selgas
	Name:	Javier Selgas
	Title:	Chief Executive Officer

FAQ

What information is available?

This document appears to contain limited substantive content.