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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of, December 2025
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 On December 10, 2025, Freight Technologies, Inc. (the “Company”) issued a press release regarding the Company’s financial and operating results for the quarterly period ended September 30, 2025. The press release is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K and is incorporated by reference herein.
The information in this Report of Foreign Private Issuer on Form 6-K, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
The press release attached as Exhibit 99.1 hereto and the statements contained therein 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 and Current Reports on Form 8-K and Form 6-K, and other filings with the Securities and Exchange Commission. 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.
| Exhibit No. | Description | |
| 99.1 | Press Release dated December 10, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 11, 2025 | FREIGHT TECHNOLOGIES, INC. | |
| By: | /s/ Javier Selgas | |
| Name: | Javier Selgas | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Freight Technologies Announces Third Quarter 2025 Results
Profit margin improvement | Lower operating losses | Continued progress in SaaS and AI strategy
HOUSTON - December 10, 2025 — Freight Technologies, Inc. (Nasdaq: FRGT; “Fr8Tech” or the “Company”), a logistics management innovation company offering a diverse portfolio of technology-driven solutions, announced its third-quarter results for the period ended September 30, 2025, on December 9, 2025.
“In the third quarter of 2025, we continued to advance our transition toward a software- and AI-driven logistics model. Our AI Lab developed the autonomous voice-agent capabilities that now enhance the recently launched Zayren platform, strengthening our ability to deliver greater automation, accuracy, and real-time intelligence across our solutions. We also continued expanding the adoption and functionality of Fleet Rocket as more customers integrate the platform into their operations. At the same time, we supported a broad base of enterprise-level clients through our forwarding and brokerage services, where our technology is increasingly automating workflows and improving service levels. Despite elevated tariffs and cross-border uncertainty, we improved operating performance through focused execution and ongoing product innovation. As we move into the next quarter, we remain committed to scaling Zayren, advancing Fleet Rocket, and expanding our AI-powered offerings to drive long-term efficiency and value across the logistics ecosystem,” noted Javier Selgas, CEO of Fr8Tech.
Business Highlights
| ● | Waavely gained significant traction in the maritime brokerage market with existing and new Fr8App customers securing overseas container shipping services through the online marketplace. | |
| ● | Fleet Rocket expanded its TMS capabilities with invoice validation tools, financial workflow integrations, and deeper data connectivity to customer platforms. The Company closed additional enterprise-level subscriptions during the quarter. | |
| ● | The Company established multiple new tracking integrations to improve real-time geolocation data that serves shippers and carriers across North America. | |
| ● | The Company developed fully autonomous voice agents to scale the capabilities of its AI-driven freight rate prediction and carrier-matching platform, Zayren, which the Company launched and announced in a separate release earlier this quarter. |
Financial Highlights
| ● | Q3 2025 operating loss improved year-over-year by $0.4 million, from ($1.7) million in Q3 2024 to ($1.3) million in Q3 2025, driven by higher-margin brokerage business and lower operating expenses. | |
| ● | YTD operating loss improved year-over-year by $1.2 million from ($5.5) million in YTD 2024 to ($4.3) million in Q2 2025 on higher margin brokerage business and lower operating expenses. | |
| ● | For the nine months ended September 30, 2025, the Company strengthened its equity position, increased cash balances, and lowered interest expense, supported by improved working capital and more efficient capital structure management. |
Due to Fr8Tech’s continued shift toward higher-margin software and AI-driven solutions, along with the sustained impact of elevated U.S. tariffs on the U.S.–Mexico cross-border logistics market, the Company is updating its 2025 outlook to reflect current market conditions. For the full year 2025, Fr8Tech now expects revenue of $12 million to $14 million and an operating loss between $5.5 million and $6.5 million.
About Freight Technologies Inc.
Freight Technologies (Nasdaq: FRGT) (“Fr8Tech”) is a technology company offering a diverse portfolio of proprietary platform solutions powered by AI and machine learning to optimize and automate the supply chain process. Focused on addressing the distinct challenges within the supply chain ecosystem, the Company’s portfolio of solutions includes the Fr8App platform for seamless OTR B2B cross-border shipping across the USMCA region; Fr8Now, a specialized service for less-than-truckload (LTL) shipping; Fr8Fleet, a dedicated capacity service for enterprise clients in Mexico; Waavely, a digital platform for efficient ocean freight booking and management of container shipments between North America and ports worldwide; Fleet Rocket a nimble, scalable and cost-effective Transportation Management System (TMS) for brokers, shippers, and other logistics operator; and, Zayren, an AI based, machine learning pricing-prediction tool and carrier-matching platform designed specifically for cross-border and domestic OTR freight shipments across Mexico and the United States. Together, each product is interconnected within a unified platform to connect carriers and shippers and significantly improve matching and operation efficiency via innovative technologies such as live pricing and real-time tracking, digital freight marketplace, brokerage support, transportation management, fleet management, and committed capacity solutions. The company is headquartered in Houston, Texas. For more information, please visit fr8technologies.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Fr8Tech’s and Fr8App Inc.’s actual results may differ from their expectations, estimates and projections and, consequently, readers should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside Fr8Tech’s and Fr8App Inc.’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability to obtain or maintain the listing of Fr8Tech’s ordinary shares on Nasdaq; (2) changes in applicable laws or regulations; (3) the possibility that Fr8Tech or Fr8App Inc. may be adversely affected by other economic, business and/or competitive factors; (4) risks relating to the uncertainty of the projected financial information with respect to Fr8App Inc.; (5) risks related to the organic and inorganic growth of Fr8App Inc.’s business and the timing of expected business milestones; and (6) other risks and uncertainties identified, including those under “Risk Factors,” to be filed in Fr8Tech other filings with the Securities Exchange Commission.
Fr8Tech cautions that the foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Fr8Tech and Fr8App Inc. caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Fr8Tech and Fr8App Inc. do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.
Schedule I
FREIGHT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
|
Three Months Ended September 30 |
Nine Months Ended September 30 |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | 2,456,191 | $ | 1,887,030 | $ | 9,546,741 | $ | 10,012,632 | ||||||||
| Cost and expenses | ||||||||||||||||
| Cost of revenue | 2,190,187 | 1,792,066 | 8,318,176 | 8,962,137 | ||||||||||||
| Compensation and employee benefits | 1,130,626 | 1,268,884 | 3,494,556 | 4,086,620 | ||||||||||||
| General and administrative | 328,968 | 404,484 | 1,588,993 | 2,076,411 | ||||||||||||
| Sales and marketing | 27,605 | 15,745 | 90,494 | 50,064 | ||||||||||||
| Depreciation and amortization | 113,168 | 104,634 | 323,957 | 324,880 | ||||||||||||
| Total cost and expenses | 3,790,554 | 3,585,813 | 13,816,176 | 15,500,112 | ||||||||||||
| Operating loss | (1,334,363 | ) | (1,698,783 | ) | (4,269,435 | ) | (5,487,480 | ) | ||||||||
| Other income and expenses | ||||||||||||||||
| Interest expense, net | (212,705 | ) | (176,276 | ) | (555,814 | ) | (580,808 | ) | ||||||||
| Change in fair value of convertible note | - | - | - | 22,602 | ||||||||||||
| Gain from extinguishment of debt | 1,607,766 | 1,607,766 | ||||||||||||||
| Realized gain (loss) in value of sold cryptocurrency | (155,615 | ) | - | (183,613 | ) | - | ||||||||||
| Unrealized gain (loss) in fair value of cryptocurrency | (1,564,746 | ) | - | 810,949 | - | |||||||||||
| Loss before provision for income taxes | (3,267,429 | ) | (267,293 | ) | (4,197,913 | ) | (4,437,920 | ) | ||||||||
| Income tax expense | - | - | 22,324 | 40,379 | ||||||||||||
| Net Loss | $ | (3,267,429 | ) | $ | (267,293 | ) | $ | (4,220,237 | ) | $ | (4,478,299 | ) | ||||
| Basic net income (loss) per share attributable to ordinary shareholders | $ | (1.13 | ) | $ | (1.20 | ) | $ | (2.41 | ) | $ | (37.65 | ) | ||||
| Basic weighted average shares outstanding | 2,899,097 | 223,554 | 1,752,913 | 118,943 | ||||||||||||
| Diluted net income (loss) per share attributable to ordinary shareholders, | $ | (1.13 | ) | $ | (1.20 | ) | $ | (2.41 | ) | $ | (37.65 | ) | ||||
| Diluted weighted average shares outstanding | 2,899,097 | 223,554 | 1,752,913 | 118,943 | ||||||||||||
| Net Loss | $ | (3,267,429 | ) | $ | (267,293 | ) | $ | (4,220,237 | ) | $ | (4,478,299 | ) | ||||
| Other comprehensive gain (loss) net of tax | ||||||||||||||||
| Foreign currency translation gain (loss) | 65,735 | 415,300 | 328,349 | - | ||||||||||||
| Comprehensive loss | $ | (3,201,694 | ) | $ | 148,007 | (3,891,888 | ) | $ | (4,478,299 | ) | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Schedule II
FREIGHT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
|
September 30, 2025 (unaudited) |
December 31, 2024 (audited) |
|||||||
| ASSETS: | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 291,940 | $ | 204,032 | ||||
| Accounts receivable, net | 3,344,090 | 3,533,330 | ||||||
| Unbilled receivables | 931,903 | 520,037 | ||||||
| Prepaid expenses and other current assets | 1,025,433 | 792,147 | ||||||
| Total current assets | 5,593,366 | 5,049,546 | ||||||
| Capitalized software, net | 541,284 | 574,109 | ||||||
| Property and equipment, net | 12,829 | 13,238 | ||||||
| Other long-term assets | - | 39,988 | ||||||
| Security deposits | 7,818 | 7,818 | ||||||
| Cryptocurrencies | 6,041,179 | - | ||||||
| Other intangible assets, net | 4,936 | 5,546 | ||||||
| Total assets | $ | 12,201,412 | $ | 5,690,245 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,231,664 | $ | 1,442,517 | ||||
| Accrued expenses | 1,073,630 | 1,280,563 | ||||||
| Short-term borrowings | 2,759,055 | 3,343,710 | ||||||
| Notes payable | 500,000 | - | ||||||
| Income tax payable | 297,363 | 278,215 | ||||||
| Insurance financing payable | 55,601 | - | ||||||
| Total current liabilities | 5,917,313 | 6,345,005 | ||||||
| Total liabilities | 5,917,313 | 6,345,005 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Series A preferred stock, $0.0001 par value, unlimited shares authorized; 6,180,828 and 1,815,438 issued and outstanding at September 30, 2025 and December 31, 2024, respectively | 619 | 182 | ||||||
| Series B preferred stock, $0.0001 par value, 21,000,000 shares authorized; 13,802,074 issued and outstanding at September 30, 2025 and December 31, 2024 | 1,380 | 126 | ||||||
| Series seed preferred stock, $0.0001 par value, 25,000 shares authorized; 7,020 issued and outstanding at September 30, 205 and December 31, 2024 | - | - | ||||||
| Ordinary shares, no par value, (**) unlimited shares authorized; 3,552,322 and 546,269 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | - | - | ||||||
| Additional paid-in capital | 56,339,431 | 45,510,375 | ||||||
| Accumulated deficit | (49,137,016 | ) | (44,916,779 | ) | ||||
| Accumulated other comprehensive loss | (920,315 | ) | (1,248,664 | ) | ||||
| Total stockholders’ equity (deficit) | 6,284,099 | (654,760 | ) | |||||
| Total liabilities and stockholders’ equity | $ | 12,201,412 | $ | 5,690,245 | ||||
| (*) | List of authorized shares for Series A preferred |
| a. | Series A1A preferred shares: 10,000,000 authorized shares |
| b. | Series A2 preferred shares: 3,000,000 authorized shares |
| c. | Series A4 preferred shares: unlimited authorized shares |
| (**) | Ordinary Share par value was changed to no par value in June 2024. |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Schedule III
FREIGHT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
Nine Months Ended September 30, 2025 |
Nine Months Ended September 30, 2024 |
|||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (4,220,237 | ) | $ | (4,478,299 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 323,957 | 324,880 | ||||||
| Share-based compensation | 667,580 | 758,290 | ||||||
| Loss on the sale cryptocurrencies | 183,613 | - | ||||||
| Change in convertible note fair value | - | (22,602 | ) | |||||
| Change in fair value of cryptocurrency | (810,949 | ) | - | |||||
| Gain from extinguishment of debt | - | (1,607,766 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 590,360 | 2,621,708 | ||||||
| Unbilled receivables | (351,643 | ) | 379,276 | |||||
| Prepaid expense and other assets | 176,707 | 317,997 | ||||||
| Accounts payable | (327,220 | ) | (516,657 | ) | ||||
| Accrued expenses | (377,215 | ) | (703,519 | ) | ||||
| Interest accrued on note payable | 33,000 | - | ||||||
| Income tax payable | 19,148 | 40,379 | ||||||
| VAT receivable | (106,361 | ) | (63,756 | ) | ||||
| Net cash used in operating activities | (4,199,260 | ) | (2,950,069 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of cryptocurrencies | (2,800,900 | ) | - | |||||
| Sale of cryptocurrencies | 2,587,223 | - | ||||||
| Capitalization of software development costs | (241,396 | ) | (233,030 | ) | ||||
| Purchase of property and equipment | (4,912 | ) | (5422 | ) | ||||
| Net cash used in investing activities | (459,985 | ) | (238,452 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from notes payable, net of discounts | 2,000,000 | 873,000 | ||||||
| Repayment of insurance financing payable | (124,810 | ) | (167,555 | ) | ||||
| Repayment of short-term borrowings | (10,848,348 | ) | (13,779,730 | ) | ||||
| Proceeds from short-term borrowings | 10,263,694 | 12,452,766 | ||||||
| Proceeds from the issuance of Series A4 Shares | 3,455,000 | - | ||||||
| Proceeds from issuance of common stock from ATM Offering | - | 3,079,016 | ||||||
| Transaction cost relating to reverse split | - | (10,000 | ) | |||||
| Net cash provided by financing activities | 4,745,536 | 2,447,497 | ||||||
| Net increase (decrease) in cash and cash equivalents | 86,291 | (741,024 | ) | |||||
| Effect of exchange rate changes on cash and cash equivalents | 1,617 | (321,583 | ) | |||||
| Cash and cash equivalents at beginning of the period | 204,032 | 1,560,105 | ||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | 291,940 | $ | 497,498 | ||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | 524,636 | $ | 518,427 | ||||
| Supplemental disclosure of non-cash activity | ||||||||
| Financing of insurance premiums | $ | 180,411 | $ | 222,891 | ||||
| Issuance of 2,311,248 Series A4 Preferred Stock in exchange for Cryptocurrency (11,300,000 FET Token) | $ | 5,200,000 | $ | - | ||||
| Reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet | ||||||||
| Cash and cash equivalents | $ | 291,940 | $ | 497,498 | ||||
| Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | $ | 291,940 | $ | 497,498 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Fr8Tech Contact:
Jason Finkelstein
IGNITION Investor Relations
investors@fr8technologies.com