Business Context and Reporting Period
Company: Freight Technologies, Inc. (FRGT)
Filing Type: Form 8-K (Current Report)
Date of Report: June 26, 2025
Event: Entry into a Material Definitive Agreement (Waiver and Amendment of Certain Restrictions in Securities Purchase Agreement).
Key Financial Metrics
This filing does not report standard financial performance metrics such as revenue, profit, cash flow, margins, or liquidity ratios. The document focuses exclusively on a specific contractual amendment.
- Debt Instrument: Issuance of four (4) senior secured convertible notes.
- Aggregate Face Amount: $2,000,000.
- Facility Context: Notes issued under a $20 million convertible note facility with TrumpCoin Ventures I LLC and TrumpCoin Ventures II LLC (dated April 30, 2025).
Material Changes and Agreement Details
On June 26, 2025, the Company entered into an Amendment with Fetch Compute, Inc. to modify the Securities Purchase Agreement dated March 31, 2025. Key changes include:
- Waived Restrictions:
- Requirement to purchase additional tokens within a specified time period (Section 4.15).
- Remedies available to the Purchaser for defaults or failures to comply (Section 4.17).
- Restriction on incurring indebtedness without prior written notice (Section 4.20).
- Transfer Restrictions Modified: The daily trading limit for Conversion Shares was increased from 2% to 4% of the Company's total outstanding ordinary shares.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or a discussion of general risks. The primary contingency noted is the specific waiver of default remedies and debt incurrence restrictions tied to the issuance of the $2,000,000 in convertible notes.
Investor Verification Checklist
- Verify the full text of the Waiver and Amendment (Exhibit 10.1) to understand the complete scope of waived covenants.
- Confirm the terms of the underlying $20 million convertible note facility with TrumpCoin Ventures.
- Assess the impact of the increased 4% daily trading limit on Conversion Shares on market liquidity and share price volatility.
- Review the Company's total outstanding debt load following the issuance of the $2,000,000 in senior secured notes.