424B5 1 form424b5.htm Filed pursuant to Rule 424(b)(5)Registration No. 333-267446 PROSPECTUS SUPPLEMENT(To Prospectus dated September 26, 2022) FREIGHT TECHNOLOGIES, INC. 400,000 Ordinary Shares, par value $0.011 andWarrants to Purchase 2,100,000 Ordinary Shares, par value $0.011 Freight Technologies, Inc. is offering 400,000 ordinary shares and warrants to purchase 2,100,000 ordinary shares to certain investors pursuant to this prospectus supplement, the accompanying prospectus, a securities purchase agreement dated October 27, 2022 with such institutional investors. The warrants are pre-funded and the exercise price to purchase one ordinary share is $0.001 per ordinary share unless it is exercised on a cashless basis. There is no established trading market for the warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the warrants will be limited. No placement agent is involved in this offering. Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “FRGT.” On October 26, 2022, the last reported sale price of our ordinary shares on the Nasdaq Capital Market was $0.591 per share. As of August 29, 2022 the aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately $15,122,896.20 based on 9,771,975 outstanding ordinary shares, of which 1,370,366 shares are held by affiliates, and a price of $1.80 per share, which was the last reported trading price of our ordinary shares on The Nasdaq Capital Market on August 29, 2022. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of our public float in any 12-month period so long as our public float remains below $75 million. Prior to this offering, we sold for an aggregate purchase price of $999,502 pre-funded warrants to purchase 499,751ordinary shares on December 29, 2021 (which were exercised on December 29, 2021), and for aggregate purchase price of $1,356,178, a pre-funded warrant to purchase 677,750 ordinary shares on February 10, 2022 (which were exercised on February 10, 2022). Apart from these sales, no securities were sold pursuant to General Instruction I.B.5 of Form F-3 during the prior 12-calendar month period that ends on, and includes, the date of this prospectus supplement. Investing in our securities involves significant risks. See “Risk Factors” beginning on page S-4 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense. Delivery of the ordinary shares to the investors in book-entry form through the facilities of The Depository Trust Company is expected to be made on or about October 31, 2022. The date of this prospectus supplement is October 27, 2022. PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-3RISK FACTORSS-4FORWARD-LOOKING INFORMATIONS-5USE OF PROCEEDSS-6CAPITALIZATIONS-6DILUTIONS-8DESCRIPTION OF ORDINARY SHARESS-9PLAN OF DISTRIBUTIONS-13LEGAL MATTERSS-14EXPERTSS-14WHERE YOU CAN GET MORE INFORMATIONS-14INCORPORATION BY REFERENCES-15 PageABOUT THIS PROSPECTUS9ABOUT THE COMPANY10CAPITALIZATION AND INDEBTNESS11USE OF PROCEEDS11DIVIDEND POLICY11OFFER AND LISTING DETAILS12DESCRIPTION OF SHARES13DESCRIPTION OF WARRANTS25DESCRIPTION OF DEBT SECURITIES26DESCRIPTION OF UNITS34DESCRIPTION OF SHARE PURCHASE CONTRACTS AND UNITS34DESCRIPTION OF RIGHTS35 TAXATION35PLAN OF DISTRIBUTION35EXPENSES37WHERE YOU CAN GET MORE INFORMATION37INCORPORATION BY REFERENCE38ENFORCEABILITY OF CIVIL LIABILITIES38MATERIAL CHANGES39LEGAL MATTERS39EXPERTS39INTERESTS OF EXPERTS AND COUNSEL39COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES39 You should rely only on the information incorporated by reference or provided in this prospectus supplement and the accompanying prospectus. Neither we nor the placement agent have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus supplement and the accompanying prospectus in any jurisdiction where it is unlawful to make such offer or solicitation. You should assu