SEC Form 6-K filed by Freight Technologies Inc.

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 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

Reverse Split

On September 12, 2024, the board of directors of Freight Technologies, Inc. (the “Company”) approved a one (1) for twenty-five (25) reverse split of its issued and outstanding ordinary shares, no par value (the “Ordinary Shares”). The Company’s Ordinary Shares will begin trading on a split adjusted basis on September 25, 2024.

As a result of the reverse share split, each twenty-five (25) pre-split Ordinary Shares of the Company will automatically combine into one (1) Ordinary Share without any action on the part of the holders, and the number of outstanding Ordinary Shares will be reduced from 35,844,999 to 1,433,800. The Company’s Ordinary Shares will continue to trade on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “FRGT” but will trade under a new CUSIP number (G51413139). The reverse split is intended to increase the market price per share of its Ordinary Shares to allow the Company to maintain its Nasdaq listing.

No fractional shares will be issued as a result of the reverse share split. Shareholders who otherwise would be entitled to a fractional share because they hold a number of Ordinary Shares not evenly divisible by the one (1) for twenty-five (25) reverse split ratio, will automatically be entitled to receive an additional fractional share of the Company’s Ordinary Shares to round up to the next whole share if they were to hold a fractional share less than one-half or more. Shareholders who hold a fractional share equal to less than one-half will have the fractional share cancelled.

The reverse stock split is intended to increase the per share trading price of the Ordinary Shares to satisfy the $1.00 minimum bid price requirement for continued listing on the Nasdaq. Following the reverse stock split the Company will have approximately 1.43 million Ordinary Shares issued and outstanding, exclusive of shares issuable under outstanding options and warrants. The reverse stock split will not affect the number of total authorized Ordinary Shares of the Company.

The Company’s transfer agent, Transhare Corporation will act as the exchange agent. Please contact Transhare Corporation for further information at (303) 662-1112.

EXHIBIT INDEX

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.