Business Context and Reporting Period
Company: Freight Technologies, Inc. (British Virgin Islands)
Filing Type: Form 6-K
Reporting Period: March 2026 (Event date: March 12, 2026; Filing date: March 16, 2026)
Executive: Javier Selgas, Chief Executive Officer
The Company entered into a Securities Purchase Agreement to sell 1,000,000 Series C Preferred Shares in a private placement to an accredited investor.
Key Financial Metrics
- Gross Proceeds: $1,000,000
- Net Cash Proceeds: Approximately $975,000 (after deducting transfer agent and legal fees)
- Use of Proceeds: Working capital and corporate purposes
- Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide a clear value for these operational or balance sheet metrics.
Material Changes
The primary material change is the issuance of new equity securities and the amendment of the Company's Memorandum and Articles of Association (A&R M&A) to establish the rights of the Series C Preferred Shares.
- Capital Structure: Issuance of 1,000,000 Series C Preferred Shares (par value $0.0001).
- Conversion Terms: Shares are immediately convertible at the option of the holder. The conversion price is the lower of (A) $3.012 (for specific prior issuances) or 120% of the closing price preceding the definitive agreement, and (B) the lowest daily VWAP in the seven trading days preceding conversion.
- Anti-Dilution/Issuance Restriction: The Company agreed not to issue Ordinary Shares at a price lower than the conversion price of the Series C Preferred Shares while the Buyer holds any such shares.
Guidance, Outlook, and Risks
- Outlook: Management intends to utilize net proceeds for working capital and general corporate purposes.
- Redemption Rights: The Company retains the right to redeem all or a portion of the Series C Preferred Shares with 20 trading days' notice. The redemption price is the greater of the stated value ($1.00) or the product of the underlying conversion shares and the greater of the VWAP on the notice date or the day prior to redemption.
- Registration Rights: The Buyer has "piggy-back" registration rights for future equity offerings, excluding Form S-4, Form S-8, or acquisitions/employee benefit plans.
- Waiver Provisions: Terms may be waived by a majority of Series C holders, provided the vote includes consent from DIP SPV I, L.P. and Freight Opportunities LLC.
- Risks/Contingencies: The offering was exempt from registration under Section 4(a)(2) and Rule 506(b); securities were not publicly solicited.
Investor Verification Checklist
- Verify the exact identity of the "Buyer" and their relationship to the Company (not explicitly named in the summary text).
- Confirm the current trading price of Ordinary Shares to assess the immediate dilution impact of the conversion price formula.
- Review the full text of the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for complete terms regarding voting rights and liquidation preferences.
- Assess the Company's current cash position to determine the necessity of the $975,000 net proceeds for working capital.
- Monitor future filings for any exercise of the redemption right or conversion of Series C shares into Ordinary Shares.