Business Context and Reporting Period
This Form 6-K filing by Hudson Capital Inc. (not Freight Technologies, Inc.) covers the month of February 2022. The registrant is a foreign private issuer incorporated in the British Virgin Islands, with its principal executive office in New York, NY. The filing primarily announces a corporate action regarding its capital structure.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a reverse share split and does not contain financial statements or performance metrics for the period.
Material Changes
- Reverse Share Split: The Board of Directors approved a 2.2:1 reverse split of ordinary shares on January 21, 2022, confirmed on February 14, 2022.
- Share Count Reduction: Outstanding ordinary shares were reduced from 8,213,647 to 3,733,476.
- Trading Details: Shares began trading on a split-adjusted basis on February 15, 2022, on the NASDAQ Capital Market under the symbol "HUSN" with a new CUSIP number.
- Fractional Shares: No fractional shares were issued. Holders with fractional shares equal to or greater than one-half were rounded up to the next whole share; those with less than one-half had the fractional share cancelled.
Outlook, Risks, and Management Commentary
Purpose of Action: Management states the reverse split is intended to increase the market price per share to allow Hudson Capital Inc. to maintain its NASDAQ Capital Market listing.
Shareholder Vote: The reverse split did not require a shareholder vote under BVI laws and was not submitted to a vote.
Administrative Details: Transhare Securities Transfer and Registrar is acting as the exchange agent. Physical certificate holders must surrender certificates to the transfer agent for adjustments.
Investor Verification Checklist
- Verify the new CUSIP number for the "HUSN" ticker symbol post-split.
- Confirm the exact number of shares held post-split, accounting for the rounding rules on fractional shares.
- Monitor the stock price to ensure it meets the minimum bid price requirements for NASDAQ Capital Market listing.
- Review the Amended and Restated Articles and Memorandum of Association (Exhibit 3.1) for updated capitalization details.