Freight Technologies Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 4.01. Change in Registrant’s Certifying Accountant.
(a) Dismissal of independent registered public accounting firm
On August 22, 2024, Marcum LLP (“Marcum”) was retained as the independent registered public accounting firm of Freight Technologies, Inc. (the “Company”) for the fiscal year ended December 31, 2024. Marcum has not, however, reported on the Company’s consolidated financial statements for any interim or annual period. The Company has reviewed its needs and evaluated potential public accounting firms to determine the most suitable independent registered public accounting firm for the fiscal year ended December 31, 2024. On January 7, 2025, the Company dismissed Marcum, effective immediately. The decision to change the independent registered public accounting firm was recommended and approved by the Audit Committee of the board of directors of the Company (the “Audit Committee”).
From the time of appointment on August 22, 2024 through January 7, 2025, there were no “disagreements” (as defined in Item 16F(a)(1)(iv) of Form 20-F) with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which if not resolved to Marcum’s satisfaction would have caused Marcum to make reference to the disagreements in connection with Marcum’s report.
During the Company’s two most recent fiscal years ended December 31, 2024 and 2023, and for the subsequent interim period through January 7, 2025, there was no “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the instructions related thereto.
In accordance with Item 304(a)(3) of Regulation S-K, the Company furnished Marcum with a copy of this Current Report on Form 8-K on January 7, 2025, providing Marcum with the opportunity to furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether it agrees with the statements made by the Company herein in response to Item 304(a) of Regulation S-K and if not, stating the respects in which it does not agree. Attached as Exhibit 16.1 is a copy of Marcum’s letter addressed to the SEC relating to the statements made by the Company in this report.
(b) Appointment of independent registered public accounting firm
On January 6, 2025, the Company engaged TAAD LLP (“TAAD”) as the Company’s new independent registered public accounting firm with the approval of the Audit Committee.
During the Company’s two most recent fiscal years ended December 31, 2024 and 2023, and for the subsequent interim period through the date hereof prior to the engagement of TAAD, neither the Company nor anyone on its behalf consulted TAAD regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or on the type of audit opinion that might be rendered on the consolidated financial statements of the Company, and neither a written report nor oral advice was provided to the Company that TAAD concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On January 10, 2025, the Company issued a press release announcing that the Company had engaged TAAD. A copy of the press release is furnished as Exhibit 99.1 to this report.
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 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 and the statements contained therein 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 SEC. 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter from Marcum, dated January 9, 2025 | |
| 99.1 | Press Release dated January 10, 2025 |
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: January 10, 2025 | Freight Technologies, Inc. |
| /s/ Javier Selgas | |
| Name: Javier Selgas | |
| Title: Chief Executive Officer |