FRGT 8-K
Freight Technologies, Inc. (FRGT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02. Results of Operations and Financial Condition.
On April 14, 2025, Freight Technologies, Inc. (the “Company”) issued a press release providing a business update and announcing selected financial results for the year ended December 31, 2024. 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 April 14, 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: April 14, 2025 | Freight Technologies, Inc. | |
| /s/ Javier Selgas | ||
| Name: | Javier Selgas | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Freight Technologies Announces Full Year 2024 Results and Outlook for 2025
Gross margin % improvement | Lower net loss | Improved cash flow from operations
HOUSTON - April 14, 2025 — Freight Technologies, Inc. (Nasdaq: FRGT; “Fr8Tech” or the “Company”), a logistics management innovation company, offering a diverse portfolio of technology-driven solutions, today announced its results for the full year ended December 31, 2024.
“2024 was a transformative year for Fr8Tech, highlighted by improvements across several key metrics including gross margins and cash flow from operations. In July, we launched Waavely, a state-of-the-art platform for ocean freight booking and management which continues to successfully handle ocean freight. The Company also on-boarded many new customers to its platform in 2024, with continued momentum in the first quarter 2025, including new or expanded agreements with several multi-national enterprises. In 2025 we continue to demonstrate our commitment to innovation, with the successful launch of Fleet Rocket, our cost-effective Transportation Management System (TMS) for brokers, shippers and other logistics operators, and the introduction of our advanced AI Tendering Bot, designed to automate and streamline the load tendering process. Cumulatively, these activities and advancements position Fr8Tech as a comprehensive digital freight-logistics technology company. We remain focused on the expansion and adoption of our innovative and cost-effective solutions, and our automation-driven service offerings and lean corporate positioning enable the Company and our customers to best navigate the current macroeconomic trade environment,” said Javier Selgas, CEO of Fr8Tech.
Business Highlights
| ● | The Company released many new features and capabilities to Fr8App including:18 tracking integrations with GPS providers; ETA calculations; automatic status updates; WhatsApp notifications; bespoke integrations with customer platforms; facilities management; and, new reports and analytics. |
| ● | The Company made substantial progress with the development and showcasing of Fleet Rocket, which was formally launched in February 2025. |
| ● | Waavely, an ocean freight booking and management platform for container shipments, was launched in July 2024. |
| ● | Fr8Fleet, the Company’s dedicated capacity service, realized 42% year-over-year revenue growth. |
| ● | With a more than 80% response rate on a customer satisfaction survey, Fr8Tech received highly positive customer feedback on logistics and customer service with average scores greater than four out of five. |
| ● | The Company achieved ISO 9001:2015 certification, demonstrating its commitment to quality controls and best-in-class management standards. |
Financial Highlights
| ● | Gross margin percentage increased 1.8% year-over-year to 9.8% in 2024 from 7.9% in 2023 as the Company actively sought more profitable routes in the cross-border and domestic spot markets and made operational efficiency improvements to its dedicated services. |
| ● | Cash flow from operations improved by $1.6 million year-over-year to -$4.2 million from -$5.8 million in 2023 primarily due to improved margins, faster collections and better working capital management. |
| ● | Net loss improved year-over-year by $3.7 million to -$5.6 million in 2024 from -$9.3 million in 2023, despite lower revenue, due to higher gross margin percentage, lower operating expenses and efficiencies, and extinguishing long-term debt. |
2025 Annual Outlook
The Company expects to continue to improve its financial results in 2025, as it transitions further to a leading logistics technology provider with its software offering and AI-powered solutions across the Fr8App platform.
| ● | Revenue: $20 million to $25 million |
| ● | Gross Profit: $2 million to $3 million |
| ● | Operating Loss: -$4 million to -$5.5 million |
About Freight Technologies Inc.
Freight Technologies (Nasdaq: FRGT) (“Fr8Tech”) is a technology company offering a diverse portfolio of proprietary platform solutions powered by AI and machine learning to optimize and automate the supply chain process. Focused on addressing the distinct challenges within the supply chain ecosystem, the Company’s portfolio of solutions includes the Fr8App platform for seamless Over-the-Road (OTR) B2B cross-border shipping across the USMCA region; Fr8Now, a specialized service for less-than-truckload (LTL) shipping; Fr8Fleet, a dedicated capacity service for enterprise clients in Mexico; Waavely, a digital platform for efficient ocean freight booking and management of container shipments between North America and ports worldwide and Fleet Rocket a nimble, scalable and cost-effective Transportation Management System (TMS) for brokers, shippers, and other logistics operator Together, each product is interconnected within a unified 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, brokerage support, 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 inability to obtain or maintain the listing of Fr8Tech’s ordinary shares on Nasdaq; (2) changes in applicable laws or regulations; (3) the possibility that Fr8Tech or Fr8App Inc. may be adversely affected by other economic, business and/or competitive factors; (4) risks relating to the uncertainty of the projected financial information with respect to Fr8App Inc.; (5) risks related to the organic and inorganic growth of Fr8App Inc.’s business and the timing of expected business milestones; and (6) other risks and uncertainties identified, including those under “Risk Factors,” to be filed in Fr8Tech other filings with the Securities Exchange Commission.
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.
Year ended December 31, 2024 as compared to the year ended December 31, 2023
Schedule I
FREIGHT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue | $ | 13,728,922 | $ | 17,060,753 | ||||
| Cost and expenses | ||||||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 12,389,520 | 15,709,673 | ||||||
| Compensation and employee benefits | 5,349,764 | 5,963,713 | ||||||
| General and administrative | 1,983,901 | 3,163,639 | ||||||
| Sales and marketing | 65,574 | 80,328 | ||||||
| Depreciation and amortization | 430,414 | 404,598 | ||||||
| Total cost and expenses | 20,219,173 | 25,321,951 | ||||||
| Operating loss | (6,490,251 | ) | (8,261,198 | ) | ||||
| Other income and expenses | ||||||||
| Interest expense, net | (673,858 | ) | (807,939 | ) | ||||
| Other expense, net | - | (498,917 | ) | |||||
| Gain from extinguishment of debts | 1,607,766 | - | ||||||
| Change in fair value of convertible note | 22,602 | 345,396 | ||||||
| Income (loss) before provision for income taxes | (5,533,741 | ) | (9,222,658 | ) | ||||
| Income tax expense | 67,486 | 104,948 | ||||||
| Net loss | $ | (5,601,227 | ) | $ | (9,327,606 | ) | ||
| Net loss per share attributable to ordinary shareholders, basic and diluted | $ | (6.14 | ) | $ | (194.87 | ) | ||
| Weighted average number of ordinary shares | 912,837 | 47,867 | ||||||
| Net loss | $ | (5,601,227 | ) | $ | (9,327,606 | ) | ||
| Other comprehensive gain (loss) net of tax | ||||||||
| Foreign currency translation gain (loss) | (1,740,552 | ) | 452,917 | |||||
| Comprehensive loss | $ | (7,341,779 | ) | $ | (8,874,689 | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
Schedule II
FREIGHT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| ASSETS: | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 204,032 | $ | 1,560,105 | ||||
| Accounts receivable, net | 3,533,330 | 5,360,493 | ||||||
| Unbilled receivables | 520,037 | 961,747 | ||||||
| Prepaid expenses and other current assets | 792,147 | 1,270,744 | ||||||
| Total current assets | 5,049,546 | 9,153,089 | ||||||
| Capitalized software, net | 574,109 | 771,133 | ||||||
| Property and equipment, net | 13,238 | 18,239 | ||||||
| Other long-term assets | 39,988 | 80,674 | ||||||
| Security deposits | 7,818 | 7,818 | ||||||
| Intangible assets, net | 5,546 | 6,359 | ||||||
| Total assets | $ | 5,690,245 | $ | 10,037,312 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT): | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,442,517 | $ | 1,875,727 | ||||
| Accrued expenses | 1,280,563 | 2,239,171 | ||||||
| Short-term borrowings | 3,343,710 | 2,819,620 | ||||||
| Income tax payable | 278,215 | 220,180 | ||||||
| Insurance financing payable | - | 13,191 | ||||||
| Total current liabilities | 6,345,005 | 7,167,889 | ||||||
| Convertible notes payable– long term | - | 242,442 | ||||||
| Total liabilities | 6,345,005 | 7,410,331 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Series A preferred stock, $0.0001 par value, (*) shares authorized; 1,815,438 and 162,732,288 issued and outstanding at December 31, 2024 and 2023, respectively | 182 | 16,274 | ||||||
| Series B preferred stock, $0.0001 par value, 21,000,000 shares authorized; 1,262,074 and 1,262,074 issued and outstanding at December 31, 2024 and 2023, respectively | 126 | 126 | ||||||
| Series seed preferred stock, $0.0001 par value, 25,000 shares authorized; 7,020 and 7,020 issued and outstanding at December 31, 2024 and 2023, respectively | - | - | ||||||
| Ordinary shares, no par value, (**) unlimited shares authorized; 2,185,074 and 2,191,924 shares ($1.10 par value in 2023) issued and outstanding at December 31, 2024 and 2023, respectively | - | 2,411,118 | ||||||
| Additional paid-in capital | 45,510,375 | 39,023,126 | ||||||
| Accumulated deficit | (44,916,779 | ) | (39,315,551 | ) | ||||
| Accumulated other comprehensive income (loss) | (1,248,664 | ) | 491,888 | |||||
| Total stockholders’ equity (deficit) | (654,760 | ) | 2,626,981 | |||||
| Total liabilities and stockholders’ equity (deficit) | $ | 5,690,245 | $ | 10,037,312 | ||||
| (*) | List of authorized shares for Series A preferred |
a. Series A1A preferred shares: 10,000,000 authorized shares
b. Series A2 preferred shares: 3,000,000 authorized shares
c. Series A4 preferred shares: unlimited authorized shares
| (**) | Ordinary Share par value was change to no par value in June 2024. |
The accompanying notes are an integral part of these consolidated financial statements.
Schedule III
FREIGHT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (5,601,227 | ) | $ | (9,327,606 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 430,414 | 404,598 | ||||||
| Share-based compensation | 981,023 | 1,153,787 | ||||||
| Non-cash interest | - | 449,147 | ||||||
| Change in fair market value of convertible note | (22,602 | ) | (345,396 | ) | ||||
| Conversion inducement expense | - | 129,259 | ||||||
| Gain from extinguishment of debt | (1,607,766 | ) | - | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 1,120,176 | 45,383 | ||||||
| Unbilled receivables | 334,728 | 1,070,440 | ||||||
| Prepaid expense and other assets | 591,263 | 288,272 | ||||||
| Security deposits | - | 11,457 | ||||||
| Accounts payable | (272,319 | ) | (181,880 | ) | ||||
| Accrued expenses | (217,893 | ) | 435,193 | |||||
| Income tax payable | 58,035 | 76,662 | ||||||
| Net cash used in operating activities | (4,206,168 | ) | (5,790,684 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Capitalization of software development costs | (336,153 | ) | (328,645 | ) | ||||
| Purchase of property and equipment | (9,570 | ) | (34,724 | ) | ||||
| Net cash used in investing activities | (345,723 | ) | (363,369 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from convertible notes | - | 7,675,000 | ||||||
| Proceeds from notes payable, net of discounts | 875,000 | - | ||||||
| Repayment of insurance financing payable | (236,082 | ) | (346,524 | ) | ||||
| Proceeds from issuance of common stock from ATM Offering | 3,079,016 | - | ||||||
| Repayment of short-term borrowings | (16,378,757 | ) | (19,385,421 | ) | ||||
| Proceeds from short-term borrowings | 16,902,846 | 18,857,667 | ||||||
| Net cash provided by financing activities | 4,242,023 | 6,800,722 | ||||||
| Net (decrease) increase in cash and cash equivalents | (309,868 | ) | 646,669 | |||||
| Effect of exchange rate changes on cash and cash equivalents | (1,046,205 | ) | (99,564 | ) | ||||
| Cash and cash equivalents at beginning of the period | 1,560,105 | 1,013,000 | ||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | 204,032 | $ | 1,560,105 | ||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | 675,628 | $ | 816,819 | ||||
| Supplemental disclosure of non-cash activity | ||||||||
| Financing of insurance premiums | $ | 222,891 | $ | 341,653 | ||||
| Conversion of convertible notes to preferred stock | $ | - | $ | 7,054,065 | ||||
| Conversion of convertible notes to ordinary shares | $ | - | $ | 1,040,000 | ||||
| Conversion of preferred stock to ordinary shares | $ | - | $ | 1,368,907 | ||||
| Conversion of warrants to ordinary shares | $ | - | $ | 60,253 | ||||
| Reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet | ||||||||
| Cash and cash equivalents | $ | 204,032 | $ | 1,560,105 | ||||
| Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | $ | 204,032 | $ | 1,560,105 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
Fr8Tech Contact:
Jason Finkelstein
IGNITION Investor Relations