Freight Technologies, Inc. announced that it has entered into a securities purchase agreement for the private placement of a convertible promissory note in the principal amount of up to $6,593,407, issue discount of 9%, or in the aggregate, up to $593,407 for gross proceeds of $ 6,000,000 and a warrant to purchase the company?s ordinary shares led by Freight Opportunities LLC on January 3, 2023. The securities purchase shall close in tranches, with the closing of the first tranche consisting of note with an aggregate purchase price of $1,650,000 and an aggregate principal amount (including OID) of $1,813,187. So long as no event of default has occurred under the note, the closing of (i) the second tranche, consisting of an aggregate purchase price of $1,100,000 and an aggregate principal amount (including OID) of $1,208,791.00, shall occur within sixty business days of the initial closing; and (ii) the third tranche, consisting of the aggregate purchase price of up to $3,250,000 and an aggregate principal amount (including OID) of up to $3,571,429.00, shall occur no later than the fifth (5th) business day.

Interest rate on the note shall reset daily and accrue (a) for payments made in cash, at a rate equal to the greater of the prime rate plus 4% per annum, or 9% and for payments made in ordinary shares, at a rate equal to the greater of (i) the prime rate plus 6% per annum, or (ii) 9%. The note has a maturity date of January 3, 2029 upon which the principal amount for each tranche, shall be due and payable. The note shall be convertible (in whole or in part), at the option of Freight Opportunities, into such number of fully paid and non-assessable ordinary shares.

The foregoing securities were offered and sold by the company in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder.