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 July, 2022.
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
July 12, 2022, Freight Technologies Inc. (the “Company”) and ATW Opportunities Master Fund, L.P. (“ATW Opportunities”)
entered into a Securities Purchase Agreement pursuant to which the Company agreed to sell and issue to ATW Opportunities 1,285,714 Series
A4 Preferred Shares for an aggregate consideration of $2,700,000. The sale contemplates two closings – the first being for 809,524
Series A-4 Preferred Shares for a consideration of $1,700,000 comprising $1,500,000 in cash and the extinguishment of a $200,000 promissory
note issued by Freight App, Inc. to ATW Opportunities dated December 29, 2021 (the “First Closing”) and the second being
for 476,190 Series A4 Preferred Shares for a consideration of $1,000,000 in cash (the “Second Closing”) within 60 days of
the closing of the first sale. The First Closing was consummated on July 13, 2022. The Company relied on the exemption from registration
of the abovementioned securities pursuant to 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.
Also
on July 12, 2022, the Company entered into a Securities Amendment Agreement with holders of the Company’s Series Seed, Series A1-A,
Series A2, and Series A4 Preferred Shares (collectively, the “Series A Preferred Shares”), Series B Preferred Shares and
Series A, B, C and D warrants issued pursuant to the Amended and Restated Securities Purchase Agreement dated as of February 9, 2022
(the “Warrants”). The parties to the Securities Amendment Agreement have agreed to the following:
|
(i) |
Series
A Preferred Shares |
The
Company’s memorandum and articles of association pertaining to its Series A Preferred Shares shall be amended to remove the anti-dilution
provision following a reset of the conversion price as follows:
|
● |
Series
A1-A: $1.40 (using a stated value, post reverse split, of $2.086) |
|
● |
Series
A2: $1.40 (using a stated value, post reverse split, of $3.122) |
|
(ii) |
Series
B Preferred Shares |
The
Company’s memorandum and articles of association pertaining to its Series B Preferred Shares shall be amended to reset the conversion
price to $1.40 (using a stated value, post reverse split, of $6.60).
The
Company shall issue amended and restated Warrants to the Warrant holders with the following amendments:
|
● |
The
anti-dilution provision shall be deleted. |
|
● |
The
cashless exercise formula shall be amended so that upon a cashless exercise of the applicable Warrant, 0.779 Company’s ordinary
share will be issued for each Series A Warrant, 0.816 ordinary share shall be issued for each Series B Warrant, 0.888 ordinary share
shall be issued for each Series C Warrant and 0.826 ordinary share shall be issued for each Series D Warrant. |
|
(iv) |
Registration
Rights Agreement |
The
registration rights agreement dated February 9, 2022 is amended and restated as of July 12, 2022 (hereinafter, the “Registration
Rights Agreement”) with the following amendments:
|
● |
The
Registrable Securities in the Registration Rights Agreement shall be expanded to include the ordinary shares underlying the Series
A-4 Preferred Shares issued pursuant to the aforementioned July 12, 2022 Securities Purchase Agreement; |
|
|
|
|
● |
The
“Effectiveness Date” has been redefined, with respect to the Initial Registration Statement required to be filed under
the Registration Rights Agreement, the 60th calendar day following the Filing Date (or, in the event the Commission notifies the
Company that it will “review” the Registration Statement, the 120th calendar day following the Filing Date) and with
respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the 90th calendar
day following the date on which an additional Registration Statement is required to be filed hereunder; provided, however, if such
Effectiveness Date falls on a day that is not a Business Day, then the Effectiveness Date shall be the next succeeding business day;
provided, further, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be
extended by the same amount of days that the Commission remains closed for operations; |
|
● |
The
partial liquidated damages in Section 2(d) has been amended downward to be a product of 0.1% multiplied by the aggregate subscription
amount. |
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 amended and restated Warrants, and the Registration Rights Agreement,
which are filed as exhibits to this report and incorporated herein by reference.
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
Upon
receipt of majority consents of a majority of the holders of Series A Preferred Shares (including ATW Master Fund II, L.P. as the requisite
holders) together as a single class, majority of the holders of Series B Preferred Shares and unanimous consent from the Company’s
board of directors, the Company has caused the Amended and Restated Articles and Memorandum of Association to be registered with the
Registrar on July 13, 2022.
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:
July 14, 2022 |
FREIGHT
TECHNOLOGIES, INC. |
|
|
|
|
By: |
/s/
Javier Selgas |
|
Name: |
Javier
Selgas |
|
Title: |
Chief
Executive Officer |
Hudson Capital (NASDAQ:HUSN)
Historical Stock Chart
From Apr 2024 to May 2024
Hudson Capital (NASDAQ:HUSN)
Historical Stock Chart
From May 2023 to May 2024