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 January, 2023.
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
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report
to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on EDGAR.
Entry
into a Material Definitive Agreement
Unregistered
Sales of Equity Securities
Securities
Purchase Agreement
On
January 3, 2023, Freight Technologies Inc. (the “Company”) and Freight Opportunities LLC (“Freight Opportunities”)
entered into a Securities Purchase Agreement pursuant to which the Company agreed to issue and Freight Opportunities agreed to purchase
a convertible promissory note in the principal amount of up to $6,593,407 (the “Note”) and a warrant to purchase the Company’s
ordinary shares (the “Warrant”). The Note carries an original issue discount of nine percent (9%), or in the aggregate, up
to $593,407 (the “OID”).
The
securities purchase shall close in tranches (each, a “Tranche”), with the Closing of the first Tranche consisting of note
with an aggregate purchase price of $1,650,000 and an aggregate principal amount (including OID) of $1,813,187.00 (the “Initial
Closing”). So long as no Event of Default has occurred under the note, the closing of (i) the second Tranche, consisting of an
aggregate purchase price of $1,100,000 and an aggregate principal amount (including OID) of $1,208,791.00, shall occur within sixty (60)
business days of the Initial Closing; and (ii) the third Tranche, consisting of the aggregate purchase price of up to $3,250,000 and
an aggregate principal amount (including OID) of up to $3,571,429.00, shall occur no later than the fifth (5th) business day (i) upon
satisfaction of the Equity Conditions (as defined in the Note) and (ii) provided that the Company’s ordinary shares have a daily
VWAP of over $1.00 for 20 of the last 20 Trading Days (as defined in the Note) prior to the closing and the daily dollar trading volume
of the ordinary shares shall have exceeded $500,000 for 20 of the last 30 Trading Days prior to the closing (which conditions may be
waived in the sole and absolute discretion of Freight Opportunities, and in such event such Tranche may funded in whole or in part in
the sole discretion of Freight Opportunities. Notwithstanding the foregoing, Freight Opportunities shall have no obligation to fund the
third Tranche if the Third Tranche Conditions (as defined in the Note) have not been met by the date that is three (3) years from January
3, 2023.
Interest
rate on the Note shall reset daily and accrue (a) for payments made in cash, at a rate equal to the greater of (i) the Prime Rate plus
four percent (4%) per annum, or (ii) nine percent (9%) and (b) for payments made in ordinary shares, at a rate equal to the greater of
(i) the Prime Rate plus six percent (6%) per annum, or (ii) nine percent (9%). Subject to provisions of Section 1.2 of the Note, at the
option of the Company, the Company may, upon not less than five business days’ written notice to Freight Opportunities prior to
the date on which interest is due (the “Interest Date”), pay such interest (i) in cash or (ii) in such number of fully paid
and non-assessable ordinary shares as is determined by dividing (x) that portion of the interest by the Interest Conversion Rate (as
defined in the Note). Interest shall be due and payable on the last Trading Day of each fiscal quarter of the Company during the term
of the Note; provided that if the Equity Conditions (as defined in the Note) are not satisfied, then the Company shall be required to
make such payment of interest in cash, which requirement may be waived by Freight Opportunities, in its sole discretion.
The
Note has a maturity date of January 3, 2029 upon which the principal amount for each Tranche, shall be due and payable.
The
Note shall be convertible (in whole or in part), at the option of Freight Opportunities, into such number of fully paid and non-assessable
ordinary shares as is determined by dividing (x) that portion of (A) the outstanding principal amount, (B) accrued and unpaid interest
with respect to such outstanding principal amount of this Note, (C) the Make-Whole Amount (as defined in the Note), if any, that it elects
to convert (the “Conversion Amount”) by (y) $0.23 (the “Conversion Price”).
Also
on January 3, 2023, the Company issued to Freight Opportunities a Warrant to purchase up to 28,666,985 of its ordinary shares at an exercise
price of $1.50. The Warrant carries a cashless exercise feature and an expires on January 3, 2033.
The
funding from the Note is intended to be used for general working capital purposes in support of the Company’s anticipated growth.
The
preceding description of the aforementioned agreements and securities does not purport to be complete and is qualified in its entirety
by reference to the Securities Purchase Agreement, the form of Note and Warrant, which are filed as exhibits to this report and incorporated
herein by reference.
The
foregoing securities were offered and sold by the Company in reliance upon an exemption from registration pursuant to Section 4(a)(2)
of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder.
Other
Events
The
Company is introducing a new product line in the Less Than Truckload segment (“LTL”) in Mexico, to complement its present
FTL offerings with a start of operations no later than during the second quarter in 2023.
The
Company is also revising its 2022 gross revenue guidance to approximately $26 to $27 million, a growth of more than 20% over prior year
levels but lower than previously provided guidance.
The Company updated activities in relation to a legal matter with a Florida limited liability company and its principal officer (“Plaintiff”)
and Freight App, Inc., f/k/a FreightHub, Inc., a Delaware corporation (“FreightHub”) (“Defendant”). The parties
are in the middle of a number of legal actions and the eventual resolution of the actions at this stage remains unknown.
Exhibits
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, thereunto duly authorized.
Date:
January 5, 2023 |
FREIGHT
TECHNOLOGIES, INC. |
|
|
|
|
By: |
/s/
Javier Selgas |
|
Name: |
Javier
Selgas |
|
Title: |
Chief
Executive Officer |
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