Freight Technologies, Inc. — Delisting Announcement 2025

Jan 17, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 13, 2025

| FREIGHT
TECHNOLOGIES, INC. |
| --- |
| (Exact
name of registrant as specified in its charter) |

| British
Virgin Islands | 001-38172 | 87-2792157 |
| --- | --- | --- |
| (State
or other jurisdiction of incorporation) | (Commission File Number) | (IRS
Employer Identification No.) |

| 2001
Timberloch Place , Suite 500 , The Woodlands , TX | 77380 |
| --- | --- |
| (Address
of principal executive offices) | (Zip
Code) |

(773) 905-5076
(Registrant’s
telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
Symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Ordinary
Shares, no par value | FRGT | The NASDAQ Capital Market |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 13, 2024, Freight Technologies, Inc. (the “Company”) received a deficiency notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Capital Market (“Nasdaq”) notifying the Company that, since the Company’s Form 8-K filed January 10, 2025, disclosed stockholders’ equity of ($32,356), as of June 30, 2024, and as of now, the Company does not meet the alternatives of market value of listed securities or net income from continuing operations, the Company no longer complies with Nasdaq listing rules (the “Rules”) requiring companies listed on the Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity.

Under the Rules, the Company has 45 calendar days from the date of the Notice to submit a plan (the “Plan”) to regain compliance. If the Plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance. The Company has a Plan it believes will immediately remediate the shareholders’ equity deficit upon implementation, and allow the Company to remain compliant. The Company intends to submit a Plan quickly, within the time allowed by the Rules. However, there can be no assurance that Nasdaq will accept the Plan or that the Company will be able to regain compliance with the Rules.

The Notice has no immediate effect on the listing of the ordinary shares of the Company, which will continue to trade on the Nasdaq Capital Market under the symbol “FRGT” without interruption at this time.

Forward-Looking Statements

This Current Report on Form 8-K and the statements contained herein may include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today’s date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks and uncertainties described in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the SEC. All subsequent written and oral forward-looking statements concerning the Company or other matters, and attributable to the Company or any person acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except as required by law.

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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 hereunto duly authorized.

| Date:
January 17, 2025 | |
| --- | --- |
| | /s/
Javier Selgas |
| Name: | Javier Selgas |
| Title: | Chief
Executive Officer |

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