Business Context and Reporting Period
This Form 6-K filing by Freight Technologies, Inc. covers the month of November 2025, with specific transactions executed on November 19 and November 20, 2025. The Company, a foreign private issuer, reported the completion of a new financing round, the termination of a prior securities agreement with Fetch Compute, Inc. ("Fetch"), and the execution of a new services agreement to support AI-related product development.
Key Financial Metrics and Transaction Details
- Debt Financing: The Company issued senior convertible promissory notes with an aggregate original principal amount of $1,000,000 for a purchase price of $900,000.
- Interest Terms: Notes accrue interest at 10% per annum, payable in Ordinary Shares (or cash at the Company's option), with the first interest payment due January 15, 2026.
- Equity Consideration: As part of the Services Agreement, the Company issued 475,000 Ordinary Shares and a Pre-funded Warrant to purchase 911,747 Ordinary Shares to Fetch.
- Cash Outflow: The Company agreed to pay Fetch $880,000 in connection with the cancellation of the Prior SPA.
- Service Credits: Fetch will provide up to $1,500,000 in credits for network, usage, or access fees for the Fetch Platform.
- Liquidity and Margins: The filing text does not provide clear values for revenue, profit, operating cash flow, or liquidity ratios for the reporting period.
Material Changes Versus Prior Period
The filing details significant structural changes to the Company's capitalization and partnerships compared to prior periods:
- Termination of Prior Agreement: The Company terminated the Prior Securities Purchase Agreement (SPA) with Fetch dated March 31, 2025. Fetch returned 2,289,144 Preferred Shares to the Company, while 22,104 shares were converted into 113,253 Ordinary Shares.
- Return of Assets: In exchange for the cancellation, the Company returned 11,300,000 FET tokens to Fetch.
- New Debt Structure: The new Notes are senior to all unsecured indebtedness but junior to notes issued on April 29, 2025. The Company is restricted from entering into dilutive issuances while these Notes are outstanding.
- Capitalization Simplification: The Company is amending its Memorandum and Articles of Association to mandate the conversion of preferred shares to Ordinary Shares, pending shareholder ratification at the December 18, 2025 Annual Meeting.
Guidance, Outlook, Risks, and Unusual Items
Outlook and Strategy: The Services Agreement with Fetch is designed to enable the development of "Freight Developed Products" using the ASI1 Platform and Fetch Developer Tools over a three-year term. The Company anticipates utilizing the $1,500,000 in service credits to defray development costs.
Risks and Contingencies:
- Beneficial Ownership Limits: Conversion of Notes and exercise of the Pre-funded Warrant are subject to beneficial ownership limitations (initially 4.99% for Notes, 9.99% for Warrants), which may restrict immediate liquidity for investors.
- Registration Rights: Securities issued in these transactions were sold under Section 4(a)(2) and Rule 506(b) exemptions and are not registered. Resale is subject to registration or applicable exemptions.
- Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from expectations due to risks described in prior filings.
- Share Sale Restrictions: The Services Agreement imposes a daily sale volume limit of 10% of the total consolidated trading volume on shares acquired under the agreement.
Investor Verification Checklist
- Verify the exact terms of the "Permitted Indebtedness" and "Permitted Liens" defined in the Notes to understand the seniority of the new debt.
- Confirm the status of the 11,300,000 FET tokens returned to Fetch and their current valuation or utility.
- Review the "Equity Conditions Failure" definition in the Notes to understand scenarios where interest must be paid in cash rather than shares.
- Monitor the outcome of the December 18, 2025 Annual Meeting regarding the ratification of the Amended and Restated Memorandum and Articles of Association.
- Assess the impact of the 4.99% beneficial ownership limitation on the potential dilution and liquidity of the new Note holders.