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Freight Technologies, Inc. entered into several linked financing and strategic agreements. It sold senior convertible promissory notes with an aggregate original principal of $1,000,000 to institutional buyers for an aggregate purchase price of $900,000. The notes carry 10% annual interest, payable monthly mainly in ordinary shares, are convertible at an initial price of $0.90 per share (with a floor of $0.14), and mature on November 20, 2027, subject to 4.99%–9.99% beneficial ownership limits.
The company also terminated a prior Series A4 preferred share deal with Fetch Compute, Inc., agreeing to convert 22,104 preferred shares into 113,253 ordinary shares, take back 2,289,144 remaining preferred shares, and return 11,300,000 FET tokens plus a $880,000 payment. Separately, under a three-year services agreement, Fetch will provide AI-related platform access and up to $1,500,000 in usage credits in exchange for 475,000 ordinary shares and a pre-funded warrant for 911,747 shares, subject to sale volume caps and no short sales.
Freight Technologies, Inc. (FRGT) furnished a Form 6-K announcing its 2025 Annual Meeting materials. The filing includes a Notice of the 2025 Annual Meeting of Members and a Proxy Statement, along with a form of Proxy Card. These exhibits provide the agenda and voting mechanics for shareholders.
The submission is administrative in nature and centers on governance and voting procedures rather than operating results or transactions. Javier Selgas signed the report on behalf of the company.
Freight Technologies, Inc. (FRGT) announced it will hold its 2025 Annual Meeting of Shareholders on December 18, 2025, at 1:00 p.m. Monterrey, Mexico time at its Monterrey office.
The record date for voting eligibility is November 4, 2025. The company expects to mail the notice, proxy statement, and proxy card on or about November 10, 2025, and to furnish the same materials to the SEC while also posting them on its website.
Freight Technologies amended a prior report and entered an equity purchase facility allowing, at its option, sales of up to $1.0 billion in newly issued ordinary shares to an institutional investor, subject to terms. Until shareholder approval is obtained for issuances at or above 20% of shares outstanding as of October 27, 2025, issuances are capped at 19.99% under the Nasdaq rules. The investor’s beneficial ownership is limited to 4.99%, adjustable on notice up to 9.99%.
The company agreed to file a resale registration within 30 days and seek effectiveness within 90 days, with partial liquidated damages of 2% per month (capped at 4%) tied to outstanding advances if deadlines are missed. R.F. Lafferty will serve as placement agent, earning 2% of gross proceeds for one year, then 1% thereafter, plus specified expenses. The agreement restricts variable‑rate deals and certain subsequent placements. The company also issued a call option notice to return 11,300,000 FET Tokens in exchange for 2,091,465 Series A4 preferred shares, with Fetch retaining 219,783 shares, and is seeking approvals to mandate preferred‑to‑ordinary conversions.
Freight Technologies (FRGT) entered an equity purchase facility, giving it the right to direct an institutional investor to buy up to $1.0 billion of ordinary shares, subject to terms in the agreement.
Issuances above 20% require shareholder approval within 90 days; until then, total sales are capped at 19.99% of shares outstanding as of October 27, 2025. Investor ownership is limited to 4.99% of outstanding shares, adjustable up to 9.99% effective on the 61st day after notice. The company agreed to restrictions on Variable Rate Transactions for defined periods and granted the investor participation rights in certain future placements.
Under a registration rights agreement, the company will file within 30 days and seek effectiveness within 90 days; delays trigger cash liquidated damages of 2% per event, capped at 4% of the purchase price of outstanding advances. R.F. Lafferty will serve as placement agent, earning 2% of gross proceeds for one year, then 1% thereafter. Separately, the company exercised a call option to return 11,300,000 FET Tokens in exchange for 2,091,465 Series A4 preferred shares; Fetch Compute will retain 219,783 Series A4 preferred shares. The company is also pursuing charter amendments for mandatory preferred-to-ordinary conversions.
Freight Technologies, Inc. reports that as of June 30, 2025 it again qualifies as a foreign private issuer under SEC rules. Earlier, after losing that status in December 2024, the company had filed an Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2025.
With its foreign private issuer status reestablished, Freight Technologies plans to file future Annual Reports on Form 20-F and current reports on Form 6-K instead of Forms 10-K and 10-Q. The company also issued a press release on September 22, 2025 describing this change.
Freight Technologies, Inc. filed a current report describing that it issued a press release on August 21, 2025 announcing its financial results for the quarter ended June 30, 2025. The company furnished this press release as Exhibit 99.1 under the item covering results of operations and financial condition, and also referenced it under the Regulation FD disclosure item.
The company emphasized that the information provided under these items, including the press release, is being furnished rather than filed, which limits certain liability and incorporation-by-reference effects under federal securities laws. The report also highlights that the press release and related statements may contain forward-looking statements, and it includes standard cautionary language noting that actual results may differ materially due to risks and uncertainties described in the company’s other SEC reports.
Freight Technologies, Inc. (FRGT) amended its Form 10-K/A providing selected financial data and operational metrics. The filing shows Dedicated Capacity revenue of $5,093,721 versus $3,586,471 previously, an absolute increase of $1,507,250 (shown as 42.0%). Dedicated Capacity Truck Days rose to 15,139 from 9,045 (a 67.4% increase). Cost of revenue declined from $15,709,673 to $12,389,520, while compensation and employee benefits decreased slightly to $5,349,764 from $5,963,713. Total assets are reported at $5,690,245 versus $10,037,312, current liabilities at $6,345,005 versus $7,167,889, and long-term liabilities of $0 versus $242,442. The company recorded a $1,607,766 gain from extinguishment of debt. Cash flow items include net cash used in investing of $(345,723), net cash provided by financing of $4,242,023, and a net decrease in cash of $(309,868) (compared with a prior increase of $646,669). The filing is signed by CEO Javier Selgas and CFO Donald Quinby.
Freight Technologies, Inc. (FRGT) reported continued operating losses and relied on financing and equity transactions to bolster liquidity. For the six months ended June 30, 2025 the company recorded an operating loss of $(2,935,072) and negative operating cash flow of $(5,039,217), compared with losses of $(3,788,697) and negative cash flow of $(4,857,126) for the same period in 2024. The balance sheet shows shareholders' equity of $8,783,380, net working capital of $(179,851), short-term debt of $4,961,684 and $586,658 of unrestricted cash.
The company completed several financing and equity transactions in Q2 including Series A4 preferred issuances (e.g., 2,311,248 Series A4 preferred for approximately $5.2 million payable in FET tokens and a prior $3.0 million Series A4 offering) and conversions of convertible notes leaving $500,000 of convertible notes outstanding as of June 30, 2025. Short-term borrowings totaled $4,851,762. The company holds cryptocurrency assets (including 45,680 Official Trump coins and FET tokens classified as Level 1 fair value); it purchased 414,721 FET tokens for approximately $300,000. Net cash provided by financing activities was $6,407,563 and net increase in cash was $383,515.
Freight Technologies, Inc. has notified the SEC that it will be late filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025. The company says it needs additional time to gather information necessary to complete the report and expects to file within the five-calendar-day extension allowed under Rule 12b-25.
The company also notes it no longer qualifies as a foreign private issuer and has transitioned to U.S. domestic reporting, now using Forms 10-K, 10-Q, 8-K and proxy statements instead of foreign-issuer forms.