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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) August 21, 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
2.02. Results of Operations and Financial Condition.
On
August 21, 2025, Freight Technologies, Inc. (the
“Company”) issued a press release announcing financial results for the quarter ended June 30, 2025.
A copy of the press release is furnished as Exhibit 99.1 to this report.
The
information furnished pursuant to this Item 2.02 (including Exhibit 99.1 hereto), shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933,
as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.
Forward-Looking
Statements
The
press release attached as Exhibit 99.1 hereto, the statements contained therein, and this Current Report on Form 8-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 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.
Item
7.01 Regulation FD Disclosure.
The
information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference herein.
The
information furnished pursuant to this Item 7.01 (including Exhibit 99.1 hereto), shall not be deemed “filed” for purposes
of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press
Release dated August 21, 2025 |
| 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: August 21,
2025 |
Freight Technologies, Inc. |
| |
|
|
| |
|
/s/ Javier Selgas |
| |
Name: |
Javier Selgas |
| |
Title: |
Chief Executive Officer |
