Freight Technologies, Inc 6-K, filed Sep 4, 2024
Freight Technologies, Inc. (FRGT)
About this 6-K
Freight Technologies, Inc filed this 6-K on September 4, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of, September 2024
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
As previously disclosed in the Form 6-K, (i) on January 3, 2023, Freight Technologies, Inc. (the “Company”) entered into certain Convertible Promissory Note Purchase Agreement (the “January 2023 Purchase Agreement”) with Freight Opportunities, LLC (“Holder”), pursuant to which Holder was issued a Convertible Promissory Note, in the original principal amount of up to $6,593,407 (the “Convertible Note”); (ii) on March 11, 2024, the Company and Holder entered into that certain Term Note Purchase Agreement (the “April 2024 Purchase Agreement”), pursuant to which Holder was issued a Term Promissory Note, in the original principal amount of $750,000 (the “April Term Note”), and (iii) on June 4, 2024, the Company and Holder entered into that certain Term Note Purchase Agreement (the “June 2024 Purchase Agreement” and together with the January 2023 Purchase Agreement and April 2024 Purchase Agreement, the “Purchase Agreements”), pursuant to which Holder was issued a Term Promissory Note, in the original principal amount of $125,000 (the “June Term Note” and together with the Convertible Note and April Term Note, the “Outstanding Notes”). As of August 29, 2024, the amount owing to Holder under the Outstanding Notes is $1,314,903.50 (the “Loan Amount”).
The Company entered into a Cancellation Agreement with Holder on September 3, 2024 (the “Cancellation Agreement”) to cancel the Loan Amount, in consideration of the preservation of available cash of the Company, in view of the increase of pro forma valuation of the ordinary shares of the Company, and the resulting value that such increased pro forma valuation would have for Holder.
The foregoing does not purport to be a complete description of the Cancellation Agreement and is qualified in its entirety by reference to the full text of the Settlement and Exchange Agreement, which are filed as Exhibits 10.1, respectively and incorporated herein by reference.
On September 3, 2024, the Company issued a press release announcing the entry of the Cancellation Agreement. A copy of the press release is furnished as Exhibit 99.1 to this report.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Cancellation Agreement, dated September 3, 2024, between Freight Technologies, Inc. and Freight Opportunities, LLC | |
| 99.1 | Press Release dated September 3, 2024 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: September 4, 2024 | FREIGHT TECHNOLOGIES, INC. | |
| By: | /s/ Javier Selgas | |
| Name: | Javier Selgas | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
CANCELLATION AGREEMENT
THIS CANCELLATION AGREEMENT, is dated as of September 3, 2024 (this “Agreement”), by and between Freight Technologies, Inc., a British Virgin Islands company (the “Company”) and Freight Opportunities, LLC, a Delaware limited liability company (“Holder” and together with the Company, the “Parties”).
WHEREAS, (i) on January 3, 2023, the Company and Holder entered into that certain Convertible Promissory Note Purchase Agreement (the “January 2023 Purchase Agreement”), pursuant to which Holder was issued a Convertible Promissory Note, in the original principal amount of up to $6,593,407 (the “Convertible Note”), (ii) on March 11, 2024, the Company and Holder entered into that certain Term Note Purchase Agreement (the “April 2024 Purchase Agreement”), pursuant to which Holder was issued a Term Promissory Note, in the original principal amount of $750,000 (the “April Term Note”), and (iii) on June 4, 2024, the Company and Holder entered into that certain Term Note Purchase Agreement (the “June 2024 Purchase Agreement” and together with the January 2023 Purchase Agreement and April 2024 Purchase Agreement, the “Purchase Agreements”), pursuant to which Holder was issued a Term Promissory Note, in the original principal amount of $125,000 (the “June Term Note” and together with the Convertible Note and April Term Note, the “Outstanding Notes”);
WHEREAS, as of August 29, 2024, the amount owing to Holder under the April Term Note and the June Term Note is $905,861.11 and under the Convertible Note is $409,042.39, for a combined total of $1,314,903.50 (the “Loan Amount”); and
WHEREAS, the Company and Holder now desire to cancel the Loan Amount, in consideration of the preservation of available cash of the Company, in view of the increase of pro forma valuation of the ordinary shares of the Company, and the resulting value that such increased pro forma valuation would have for Holder (the “Pro Forma Consideration”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Holder hereby agrees to the cancellation of the Outstanding Notes in consideration for the Pro Forma Consideration. Pursuant to the terms hereof, Holder acknowledges and agrees that the Loan Amount shall no longer be outstanding.
2. Representations and Warranties of the Company. The Company hereby represents and warrants to Holder that:
(a) the Company is a company duly organized, validly existing and in good standing under the laws of the State of the British Virgin Islands; and
(b) all action on the part of the Company necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to the date hereof. This Agreement has been validly authorized, executed and delivered by the Company, and constitutes the legal, valid and binding obligations of the Company, enforceable against them in accordance with their terms, except as such enforceability may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
3. Representations and Warranties of Holder. Holder hereby represents and warrants to the Company that:
(a) Holder is a legal person duly organized, validly existing and in good standing under the laws of its jurisdiction of organization;
(b) all actions on the part of Holder necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to the date hereof; this Agreement is validly authorized, executed and delivered by Holder and constitutes the legal, valid and binding obligations of Holder, enforceable against Holder in accordance with its terms, except as such enforcement may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies;
(c) Holder understands and acknowledges that, upon its execution of this Agreement, any and all funds due and owing to it under the Outstanding Notes will be automatically extinguished, without further action on the part of the Company or Holder, and Holder releases the Company from any and all obligations of the Company to Holder under the Outstanding Notes owed to it; without limiting the generality of the preceding sentence, Holder hereby surrenders and waives all rights that it has in respect of all of its Outstanding Notes.
4. Miscellaneous.
(a) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.
(b) Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings between the Parties with respect thereto.
(c) Successors. This Agreement will inure to the benefit of any successor in interest to a party or any person that after the date hereof may acquire any subsidiary or division of a party.
(d) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which will constitute the same agreement.
[Signature Page Follow this Page]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.
| FREIGHT TECHNOLOGIES, INC. | ||
| By: | /s/ Donald Quinby | |
| Name: | Donald Quinby | |
| Title: | Chief Financial Officer | |
| FREIGHT OPPORTUNITIES, LLC | ||
| By: | /s/ Antonio Ruiz-Gimenez | |
| Name: | Antonio Ruiz-Gimenez | |
| Title: | Managing Partner | |
Exhibit 99.1
Freight Technologies Announces Extinguishment of $1.1M of Outstanding Debt and Convertible Notes
HOUSTON, September 3, 2024 — Freight Technologies, Inc. (Nasdaq: FRGT, “Fr8Tech” or the “Company”), a technology company offering its custom-developed Fr8App, an industry-leading freight-matching platform powered by AI and machine-learning that offers a real-time portal for B2B cross-border and domestic shipping within the USMCA region, today announced that it has reached an agreement with Freight Opportunities LLC to extinguish $906K of outstanding promissory notes and accumulated interest and the remaining balance of Convertible Notes held on Freight Technologies’ June 30, 2024 balance sheet at $220K. Freight Opportunities remains an equity investor in the Company.
CEO Javier Selgas commented, “This development is very positive news for Freight Technologies. It is a strong vote of confidence in the long-term prospects of the Company and in management’s ability to drive real innovation in the logistics industry across the USMCA market. We are excited about the opportunities in front of us, and are eager to execute against them in order to deliver long-term results to our stakeholders.”
Fr8Tech CFO Don Quinby added, “This transaction with Freight Opportunities is quite favorable for the Company. It bolsters our shareholders’ equity balance and frees up additional cash to invest in the business. This strengthens our balance, and will help us improve our working capital in the second half of 2024.”
Freight Opportunities LLC remains committed to its investment in Freight Technologies and believes in the long-term potential in the Company, its technology and management team.
About Freight Technologies Inc.
Freight Technologies (Nasdaq: FRGT) (“Fr8Tech”) is a technology company developing solutions to optimize and automate the supply chain process. Its wholly owned subsidiary, Freight App, Inc. (Fr8App Inc.), is a B2B cross-border shipping marketplace in the USMCA region powered by AI and machine learning. Focused on making shipping transparent and efficient, Fr8App provides carriers with increased growth opportunities and shippers with flexibility, visibility and simplicity for the once-complex process of international over-the-road (OTR) shipping. Fr8App uses its proprietary technology platform to connect carriers and shippers and significantly improve matching and operation efficiency via innovative technologies such as live pricing and real-time tracking, digital freight marketplace, broker, transportation management, fleet management, and committed capacity solutions. The company is headquartered in Houston, Texas. For more information, please visit fr8technologies.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Fr8Tech’s and Fr8App Inc.’s actual results may differ from their expectations, estimates and projections and, consequently, readers should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside Fr8Tech’s and Fr8App Inc.’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the impact of the COVID-19 pandemic on Fr8App Inc.’s business, if it should recur; (2) the inability to obtain or maintain the listing of Fr8Tech’s ordinary shares on Nasdaq; (3) changes in applicable laws or regulations; (4) the possibility that Fr8Tech or Fr8App Inc. may be adversely affected by other economic, business and/or competitive factors; (5) risks relating to the uncertainty of the projected financial information with respect to Fr8App Inc.; (6) risks related to the organic and inorganic growth of Fr8App Inc.’s business and the timing of expected business milestones; and (7) other risks and uncertainties identified, including those under “Risk Factors,” to be filed in ‘Fr8Tech other filings with the SEC. Fr8Tech cautions that the foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Fr8Tech and Fr8App Inc. caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Fr8Tech and Fr8App Inc. do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.
Fr8Tech IR Contact:
Jason Finkelstein
Ignition Investor Relations
investors@fr8technologies.com