Freight Technologies Simplifies Capital Structure Through Preferred Share Exchanges And Full Exercise Of 2023 Financing Warrants

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.