Freight Technologies Exchanges Senior Convertible Notes for Series A4 Preferred Shares under the $20 Million Facility

Freight Technologies, Inc. (Nasdaq: FRGT; “Fr8Tech” or the “Company”), a logistics management innovation company, offering a diverse portfolio of technology-driven solutions, today announced it has entered into an Amendment and Exchange Agreement (the “Exchange Agreement”) with one of its accredited investors, under the Securities Purchase Agreement, dated April 29, 2025, (the “Facility”). Net proceeds from the $20 million Facility are designated for the purchase of OFFICIAL TRUMP coins. Under the terms of the Exchange Agreement, the investor will exchange certain previously issued senior convertible notes for Series A4 preferred shares (the “New Preferred Shares”) of the Company.

Concurrently, the accredited investor is converting $1.5 million of previously issued senior convertible notes into 387,305 New Preferred Shares. The New Preferred Shares are convertible, in whole or in part, into ordinary shares of the Company with no par value per share (the “Ordinary Shares”) in accordance with the terms of the Amended and Restated Memorandum and Articles of Association. The Company is required to reserve a sufficient number of Ordinary Shares to permit the conversion of the New Preferred Shares.

The Exchange Agreement provides that the aggregate number of Ordinary Shares issued upon conversion of New Preferred Shares shall not exceed 19.9% of the outstanding Ordinary Shares as of the date of the Exchange Agreement, unless and until stockholder approval is obtained in accordance with the rules and regulations of the Nasdaq Capital Market.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Company’s current report on Form 8-K dated May 27, 2025, announcing the execution of the Agreement.