8-K
Freight Technologies, Inc. (FRGT)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 21, 2025
FREIGHT
TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| British Virgin Islands | 001-38172 | 47-5429768 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 2001 Timberloch Place, Suite 500, The Woodlands, TX | 77380 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (773) 905-5076
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary Shares, no par value | FRGT | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item2.02. Results of Operations and Financial Condition.
On August 21, 2025, Freight Technologies, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended June 30, 2025. 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-LookingStatements
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.
Item7.01 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.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press<br> Release dated August 21, 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: August 21,<br> 2025 | Freight Technologies, Inc. | |
|---|---|---|
| /s/ Javier Selgas | ||
| Name: | Javier Selgas | |
| Title: | Chief Executive Officer |
Exhibit99.1
FreightTechnologies Announces Second Quarter 2025 Results
Profitmargin % improvement | Lower net loss | Fleet Rocket sales
HOUSTON
- August 21, 2025 — Freight Technologies, Inc. (Nasdaq: FRGT; “Fr8Tech” or the “Company”), a logistics management innovation company, offering a diverse portfolio of technology-driven solutions, released its results for the second quarter ended June 30, 2025, on August 18, 2025.
“In the second quarter of 2025, we made further progress on the technological elements of our offerings and continued our transition to a SaaS provider in the logistics space. Fr8Tech completed initial sales of Fleet Rocket, a Transportation Management System (TMS) software solution, released several new features to Fr8App, and improved the operating margins on its brokerage business. Although higher tariffs and trade policy uncertainty impacted the brokerage business in the second quarter, we achieved profitability during the quarter through our crypto investments and through ongoing operational improvements. We remain as focused as ever on our mission and commitment to leading digital logistics innovation,” said Javier Selgas, CEO of Fr8Tech.
BusinessHighlights
| ● | Completed<br> initial enterprise sales of Fleet Rocket, our cost-effective Transportation Management System<br> (TMS) software solution to optimize freight brokerage and shipping operations. |
|---|---|
| ● | Released<br> several new features and capabilities to Fr8App and Fr8Fleet most prominently with deeper<br> integration and electronic data interchange (EDI) connections and cross-functionality with<br> customer platforms. |
| ● | Created<br> initial prototypes of AI Logistics Worker agents that interact with dispatchers to enhance<br> day-to-day coordination and efficiency. Our Fr8Tech AI Lab, a collaboration with the University<br> of Monterrey, created the agents with the ASI1-Fast model of our development partner Fetch.ai. |
| ● | Expanded<br> cryptocurrency treasury with the purchase of Official Trump coins, building on the initial<br> acquisition of FET tokens. |
FinancialHighlights
| ● | Achieved<br> a net profit of $649 thousand, a 21.7% net profit margin, for the three months ended June<br> 30, 2025, demonstrating initial value of our cryptocurrency treasury. |
|---|---|
| ● | Operating<br> loss improved year-over-year from -$1.7 million in Q2 2024 to -$1.5 million in Q2 2025 on<br> higher margin brokerage business and lower operating expenses. |
| ● | For<br> the six months ended June 30, 2025, increased cash position, lowered interest expense and<br> increased the Company’s equity position. |
2025Annual Outlook
As a result of: (1) the Company’s transition to focus on higher margin software sales and AI innovations; (2) selective customer engagement with our freight brokerage services, (3) and, potential economic impact of higher tariffs on US-Mexico cross border trade, the Company is lowering its revenue and operating margin outlook for 2025. Our revised outlook for the full year 2025 is:
| ● | Revenue:<br> $13 million to $16 million |
|---|---|
| ● | Operating<br> Loss: -$4.5 million to -$6.3 million |
AboutFreight 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.. For more information, please visit fr8technologies.com.
Forward-LookingStatements
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.
ScheduleI
FREIGHTTECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | $ | 2,989,910 | $ | 3,837,842 | $ | 7,090,550 | $ | 8,125,602 | ||||
| Cost and expenses | ||||||||||||
| Cost of revenue | 2,534,689 | 3,113,444 | 6,127,989 | 7,170,071 | ||||||||
| Compensation and employee benefits | 1,109,141 | 1,363,395 | 2,363,930 | 2,817,736 | ||||||||
| General and administrative | 663,272 | 940,390 | 1,260,025 | 1,671,927 | ||||||||
| Sales and marketing | 46,844 | 15,525 | 62,889 | 34,319 | ||||||||
| Depreciation and amortization | 106,935 | 110,039 | 210,789 | 220,246 | ||||||||
| Total cost and expenses | 4,460,881 | 5,542,793 | 10,025,622 | 11,914,299 | ||||||||
| Operating loss | (1,470,971 | ) | (1,704,951 | ) | (2,935,072 | ) | (3,788,697 | ) | ||||
| Other income and expenses | ||||||||||||
| Interest expense, net | (208,245 | ) | (231,828 | ) | (343,109 | ) | (404,532 | ) | ||||
| Change in fair value of convertible note | - | 22,602 | - | 22,602 | ||||||||
| Realized gain (loss) in value of sold cryptocurrency | (80,057 | ) | - | (80,057 | ) | - | ||||||
| Unrealized gain (loss) in fair value of cryptocurrency | 2,427,754 | - | 2,427,754 | - | ||||||||
| Income (loss) before provision for income taxes | 668,481 | (1,914,177 | ) | (930,484 | ) | (4,170,627 | ) | |||||
| Income tax expense | 19,243 | 40,379 | 22,324 | 40,379 | ||||||||
| Net Income (Loss) | $ | 649,238 | $ | (1,954,556 | ) | $ | (952,808 | ) | $ | (4,211,006 | ) | |
| Basic net income (loss) per share attributable to ordinary shareholders | $ | 0.38 | $ | (24.66 | ) | $ | (0.85 | ) | $ | (63.75 | ) | |
| Basic weighted average shares outstanding | 1,692,519 | 79,268 | 1,125,227 | 66,056 | ||||||||
| Diluted net income (loss) per share attributable to ordinary shareholders, | $ | 0.02 | $ | (24.66 | ) | $ | (0.85 | ) | $ | (63.75 | ) | |
| Diluted weighted average shares outstanding | 29,314,475 | 79,268 | 1,125,227 | 66,056 | ||||||||
| Net income (loss) | $ | 649,238 | $ | (1,954,556 | ) | $ | (952,808 | ) | $ | (4,211,006 | ) | |
| Other comprehensive gain (loss) net of tax | ||||||||||||
| Foreign currency translation gain (loss) | 241,796 | (576,440 | ) | 262,616 | (415,300 | ) | ||||||
| Comprehensive income (loss) | $ | 891,034 | $ | (2,530,996 | ) | (690,192 | ) | $ | (4,626,306 | ) |
The accompanying notes are an integral part of these consolidated financial statements.
ScheduleII
FREIGHTTECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED BALANCE SHEETS
| December 31, 2024<br> <br>(audited) | |||||
|---|---|---|---|---|---|
| ASSETS: | |||||
| Current assets: | |||||
| Cash and cash equivalents | 586,658 | $ | 204,032 | ||
| Accounts receivable, net | 5,610,917 | 3,533,330 | |||
| Unbilled receivables | 846,784 | 520,037 | |||
| Prepaid expenses and other current assets | 1,052,777 | 792,147 | |||
| Total current assets | 8,097,136 | 5,049,546 | |||
| Capitalized software, net | 564,423 | 574,109 | |||
| Property and equipment, net | 9,441 | 13,238 | |||
| Other long-term assets | - | 39,988 | |||
| Security deposits | 7,818 | 7,818 | |||
| Cryptocurrencies | 8,376,410 | - | |||
| Other intangible assets, net | 5,139 | 5,546 | |||
| Total assets | 17,060,367 | $ | 5,690,245 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT): | |||||
| Current liabilities: | |||||
| Accounts payable | 1,374,120 | $ | 1,442,517 | ||
| Accrued expenses | 1,143,820 | 1,280,563 | |||
| Short-term borrowings | 4,851,762 | 3,343,710 | |||
| Convertible debt | 500,000 | - | |||
| Income tax payable | 297,363 | 278,215 | |||
| Insurance financing payable | 109,922 | - | |||
| Total current liabilities | 8,276,987 | 6,345,005 | |||
| Total liabilities | 8,276,987 | 6,345,005 | |||
| COMMITMENTS AND CONTINGENCIES | |||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
| Series A preferred stock, 0.0001 par value, unlimited shares authorized; 6,054,823 and 1,815,438 issued and outstanding at June 30, 2025 and December 31, 2024, respectively | 606 | 182 | |||
| Series B preferred stock, 0.0001 par value, 21,000,000 shares authorized; 1,262,074 issued and outstanding at June 30, 2025 and December 31, 2024 | 126 | 126 | |||
| Series seed preferred stock, 0.0001 par value, 25,000 shares authorized; 7,020 issued and outstanding at June 30, 205 and December 31, 2024 | - | - | |||
| Ordinary shares, no par value, (**) unlimited shares authorized; 2,652,322 and 546,269 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively | - | - | |||
| Additional paid-in capital | 55,638,285 | 45,510,375 | |||
| Accumulated deficit | (45,869,587 | ) | (44,916,779 | ) | |
| Accumulated other comprehensive loss | (986,050 | ) | (1,248,664 | ) | |
| Total stockholders’ equity (deficit) | 8,783,380 | (654,760 | ) | ||
| Total liabilities and stockholders’ equity (deficit) | 17,060,367 | $ | 5,690,245 |
All values are in US Dollars.
| (*) | List of authorized shares for Series A preferred |
|---|---|
| a. | Series A1A preferred shares: 10,000,000 authorized<br> 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<br> in June 2024. |
The accompanying notes are an integral part of these consolidated financial statements.
ScheduleIII
FREIGHTTECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six Months Ended<br><br> June 30, 2025 | Six Months Ended<br><br> June 30, 2024 | |||||
|---|---|---|---|---|---|---|
| Cash flows from operating activities: | ||||||
| Net loss | $ | (952,808 | ) | $ | (4,211,006 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 210,789 | 220,246 | ||||
| Share-based compensation | 450,167 | 515,380 | ||||
| Non-cash interest | 18,003 | 491,976 | ||||
| Loss on the sale cryptocurrencies | 80,057 | - | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (1,761,635 | ) | (887,494 | ) | ||
| Unbilled receivables | (279,313 | ) | 280,617 | |||
| Change in convertible note fair value | - | (22,602 | ) | |||
| Change in fair value of cryptocurrency | (2,427,754 | ) | - | |||
| Prepaid expense and other assets | 124,526 | 195,723 | ||||
| Accounts payable | (160,057 | ) | (292,155 | ) | ||
| Accrued expenses | (261,143 | ) | (1,138,213 | ) | ||
| Income tax payable | (80,049 | ) | (9,598 | ) | ||
| Net cash used in operating activities | (5,039,217 | ) | (4,857,126 | ) | ||
| Cash flows from investing activities: | ||||||
| Purchase of cryptocurrencies | (2,748,777 | ) | - | |||
| Sale of cryptocurrencies | 1,920,064 | - | ||||
| Capitalization of software development costs | (156,118 | ) | (171,997 | ) | ||
| Purchase of property and equipment | - | (1,882 | ) | |||
| Net cash used in investing activities | (984,831 | ) | (173,879 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from notes payable, net of discounts | 2,000,000 | 873,000 | ||||
| Repayment of insurance financing payable | (70,489 | ) | (100,464 | ) | ||
| Repayment of short-term borrowings | (6,103,131 | ) | (8,150,791 | ) | ||
| Proceeds from short-term borrowings | 7,611,183 | 9,848,259 | ||||
| Proceeds from the issuance of Series A4 Shares | 2,970,000 | - | ||||
| Net proceeds from the issuance of Ordinary Shares | - | 1,453,589 | ||||
| Net cash provided by financing activities | 6,407,563 | 3,923,593 | ||||
| Net increase (decrease) in cash and cash equivalents | 383,515 | (1,107,412 | ) | |||
| Effect of exchange rate changes on cash and cash equivalents | (889 | ) | 7,883 | |||
| Cash and cash equivalents at beginning of the period | 204,032 | 1,560,105 | ||||
| Cash, cash equivalents and restricted cash at end of the period | $ | 586,658 | $ | 460,576 | ||
| Supplemental disclosure of cash flow information | ||||||
| Cash paid for interest | $ | 325,109 | $ | 675,628 | ||
| Supplemental disclosure of non-cash activity | ||||||
| Financing of insurance premiums | $ | 180,411 | $ | 222,891 | ||
| Reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet | ||||||
| Cash and cash equivalents | $ | 586,658 | $ | 460,576 | ||
| Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | $ | 586,658 | $ | 460,576 |
The accompanying notes are an integral part of these consolidated financial statements.
Fr8TechContact:
JasonFinkelstein
IGNITIONInvestor Relations
investors@fr8technologies.com