Fr8Tech Simplifies Capital Structure by Retiring Legacy Preferred Shares and Clearing 2023 Warrants
Company exchanged all outstanding Series A4 preferred shares and 3,190,000 Series C preferred shares for rights to ordinary shares; legacy warrants from 2023 financing are fully cleared; simplified capital structure supports transition to a pure-play technology company.
Freight Technologies, Inc. (Nasdaq: FRGT, “Fr8Tech” or the “Company”), a logistics management innovation company offering a diverse portfolio of technology-driven solutions, today announced that it has entered into exchange agreements with the holders of its Series A4 Preferred Shares and with a holder of its Series C Preferred Shares for rights to receive its ordinary shares, and that all remaining ordinary share warrants issued in connection with its 2023 convertible note financing have been exercised. These actions are part of the Company’s broader effort to simplify its capital structure as it completes its transition to a pure-play, AI and software-first technology company.
Under the exchange agreements, entered into on October 18, 2026, the holders exchanged an aggregate of 1,666,837 Series A4 preferred shares of the Company, par value $0.0001 per share (each, a “Series A4 Preferred Share” and collectively, the “Series A4 Preferred Shares”), representing all outstanding Series A4 Preferred Shares, and 3,190,000 Series C preferred shares of the Company, par value $0.0001 per share (each, a “Series C Preferred Share” and collectively, the “Series C Preferred Shares”) for rights to receive ordinary shares, no par value per share (each, an “Ordinary Share” and collectively, the “Ordinary Shares”), without payment of additional consideration (the rights issued in the Series A4 exchange, the “Series A4 Rights,” and the rights issued in the Series C exchange, the “Series C Rights”).
The Company’s previously announced one-for-ten reverse share split takes effect today, with Ordinary Shares beginning to trade on a split-adjusted basis on the Nasdaq market. On a post-split basis, the Series A4 Rights and the Series C Rights are exercisable for an aggregate of 3,245,332 Ordinary Shares in respect of the Series A4 exchange, reflecting an exchange price of $1.87 per Ordinary Share, and 3,190,000 Ordinary Shares in respect of the Series C exchange, reflecting an exchange price of $1.00 per Ordinary Share. Exercise of the Series A4 Rights and the Series C Rights is subject to a 9.99% beneficial ownership limitation.
Separately, all remaining ordinary share warrants issued in connection with the Company’s 2023 convertible note financing have now been exercised. With none of these warrants remaining outstanding, the Company has removed what had been a significant overhang of potential ordinary share issuances.
The Company’s operating model is moving in the same direction. Fr8Tech recently transitioned a portion of its brokerage operations to Sendengo, a trusted partner, which now runs that business on Fleet Rocket and pays Fr8Tech a recurring, volume-based software fee. The arrangement illustrates the Company’s path forward of replacing its operational brokerage business with recurring software revenue.
“Over the past year, we have deliberately reshaped Fr8Tech – scaling back brokerage, embedding agentic AI across the organization and rebuilding our business around Fleet Rocket and Zayren,” said Javier Selgas, Chief Executive Officer of Freight Technologies. “Our capital structure needed to reflect that same discipline. By retiring legacy preferred securities and closing out the last of our 2023 warrants, we are presenting investors with a cleaner, more transparent equity profile that is aligned with the software-first company we have become. This is a foundational step as we focus on scaling recurring software revenue and putting agentic AI to work in the U.S.–Mexico OTR market.”
“Simplifying our capital structure has been a priority throughout our transformation,” said Don Quinby, Chief Financial Officer of Freight Technologies. “Exchanging the Series A4 and a substantial portion of the Series C Preferred Shares, together with the full exercise of the remaining 2023 warrants, removes a meaningful overhang on our Ordinary Shares and gives current and prospective shareholders a clearer view of our ownership base. We will continue to approach our balance sheet with the same disciplined focus.”
Additional information regarding the exchange agreements is included in the Company’s Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on October 19, 2026.