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 August, 2022.
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.
Entry into a Material Definitive Agreement
On August 4, 2022, Freight Technologies Inc. (the “Company”) entered into a Waiver of Registration Rights with ATW Opportunities Master Fund, L.P., ATW Master Fund II, L.P., ATW Partners Opportunities Management, LLC and Chardan Capital Markets LLC wherein the latter agreed to waive their rights to the registration of an aggregate 45,052,854 Ordinary Shares (comprising 581,818 Ordinary Shares and 44,471,036 Ordinary Shares underlying certain preferred shares and warrants) under the Amended and Restated Registration Rights Agreement dated July 12, 2022.
The preceding description of the aforementioned agreement does not purport to be complete and is qualified in its entirety by reference to the Waiver of Registration Rights, which is filed as an exhibit to this report and incorporated herein by reference.
Exhibits
| Exhibit No. | Description | |
| 10.1 | Waiver of Registration Rights |
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: August 5, 2022 | FREIGHT TECHNOLOGIES, INC. | |
| By: | /s/ Javier Selgas | |
| Name: | Javier Selgas | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
WAIVER OF REGISTRATION RIGHTS
This Waiver of Registration Rights is entered into as of August 4, 2022 by and between Freight Technologies, Inc. (f/k/a Hudson Capital Inc.), a British Virgin Island company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
WHEREAS, the Company is obligated to register certain Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement as of July 12, 2022, the “Agreement”) in a registration statement covering the resale such Registrable Securities (the “Registration Statement”); and
WHEREAS, the undersigned Purchasers desire to waive their registration rights and any and all notice requirements under the Registration Statement in order to preserve for the Company maximum flexibility in meeting the Company’s financial and other needs in connection with offerings that may be undertaken by the Company.
NOW, THEREFORE, upon the execution of this Waiver of Registration Rights by the Company and the undersigned Purchasers, and pursuant to Sections 6(e) and 6(f) of the Agreement, the undersigned Purchasers hereby waive the registration rights and any and all notice requirements under the Agreement in the Registration Statement in connection with the securities set forth under each of their names below.
This Waiver of Registration Rights shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.
IN WITNESS WHEREOF, the parties have executed this Waiver of Registration Rights effective as of the date first above written.
| By: | Freight Technologies, Inc. | |
| /s/ Paul Freudenthaler | ||
| Name: | Paul Freudenthalier | |
| Title: | CFO | |
| By: | ATW Opportunities Master Fund, L.P. | |
| /s/ Antonio Ruiz | ||
| Name: | Antonio Ruiz | |
| Title: | MP | |
| Ordinary Shares: 581,818 | |
| Ordinary Shares underlying Series A4 Preferred Shares: 456,710 | |
| Ordinary Shares underlying Series B Preferred Shares: 25,617,220 | |
| Ordinary Shares underlying Series A Warrant: 671,879 | |
| Ordinary Shares underlying Series B Warrant: 395,652 | |
| Ordinary Shares underlying Series C Warrant: 1,317,587 | |
| Ordinary Shares underlying Series D Warrant: 3,048,838 |
| By: | ATW Master Fund II, L.P. | |
| /s/ Antonio Ruiz | ||
| Name: | Antonio Ruiz | |
| Title: | MP | |
| Ordinary Shares underlying Series A1A Preferred Shares: 3,255,983 | |
| Ordinary Shares underlying Series A2 Preferred Shares: 1,071,537 | |
| Ordinary Shares underlying Series A4 Preferred Shares: 67,806 | |
| Ordinary Shares underlying Series B Preferred Shares: 2,113,154 | |
| Ordinary Shares underlying Series C Warrant: 195,946 | |
| Ordinary Shares underlying Series D Warrant: 252,298 |
| By: | ATW Partners Opportunities Management, LLC | |
| /s/ Antonio Ruiz | ||
| Name: | Antonio Ruiz | |
| Title: | MP | |
| Ordinary Shares underlying Series A2 Preferred Shares: 984,780 |
| By: | Chardan Capital Markets LLC | |
| /s/ Steve Urbach | ||
| Name: | Steve Urbach | |
| Title: | CEO | |
| Ordinary Shares underlying Series B Preferred Shares: 4,142,857 | |
| Ordinary Shares underlying Series A Warrant: 878,788 |