Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
06 Marzo 2023 - 2:46PM
Edgar (US Regulatory)
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 March, 2023.
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
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report
to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on EDGAR.
Reverse
Split
On
March 3, 2023, the board of directors of Freight Technologies (the “Board”) approved a 10:1 reverse split of its ordinary
shares. Freight Technologies Inc.’s ordinary shares will begin trading on a split adjusted basis on or around March 24, 2023.
As
a result of the reverse share split, each ten (10) pre-split shares of Freight Technologies Inc. shares 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
29,452,712 to 2,945,271 ordinary shares. Freight Technologies Inc.’s ordinary shares will continue to trade on the NASDAQ Capital
Market under the symbol “FRGT” but will trade under a new CUSIP number (G51413113). The reverse split is intended to increase
the market price per share of its ordinary shares to allow Freight Technologies Inc. to maintain its NASDAQ Capital Market 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 10 reverse split ratio, will automatically
be entitled to receive an additional fractional share of Freight Technologies Inc. ordinary shares to round up to the next whole share
if they were to hold a fractional share equal to one-half or more. Shareholders who hold a fractional share equal to less than one-half
will have the fractional share cancelled.
The
reverse share split will not be submitted to a vote of Freight Technologies Inc.’s ordinary shareholders and a vote was not required
under the laws of the BVI.
Freight
Technologies Inc.’s transfer agent, Transhare Securities Transfer and Registrar will act as the exchange agent. Adjustments made
to ordinary shares represented by physical stock certificates can be made upon surrender of the certificate to the transfer agent. Please
contact Transhare Securities Transfer and Registrar for further information at (303) 662-1112.
Exhibits
Financial
Statements and Exhibits
Exhibits
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.
Date:
March 6, 2023 |
FREIGHT
TECHNOLOGIES, INC. |
|
|
|
|
By: |
/s/
Javier Selgas |
|
Name: |
Javier
Selgas |
|
Title: |
Chief
Executive Officer |
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