Current Report Filing (8-k)
20 Septembre 2022 - 3:01PM
Edgar (US Regulatory)
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2022-09-16
2022-09-16
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): September 16, 2022
Transportation
and Logistics Systems, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-34970 |
|
26-3106763 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
5500
Military Trail, Suite 22-357
Jupiter,
Florida 33458
(Address
of Principal Executive Offices)
(833)
764-1443
(Issuer’s
telephone number)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Forward
Looking Statements
Statements
in this report regarding Transportation and Logistics Systems, Inc. (the “Company”) that are not historical facts
are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ
materially from such statements. Any such forward-looking statements, including, but not limited to, financial guidance, are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements
that do not directly or exclusively relate to historical facts. In some cases, you can identify forward-looking statements by terms such
as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,”
“anticipates,” “intend,” “plan,” “goal,” “seek,” “strategy,”
“future,” “likely,” “believes,” “estimates,” “projects,” “forecasts,”
“predicts,” “potential,” or the negative of those terms, and similar expressions and comparable terminology.
These include, but are not limited to, statements relating to future events or our future financial and operating results, plans, objectives,
expectations, and intentions. Although we believe that the expectations reflected in these forward-looking statements are reasonable,
these expectations may not be achieved. Forward-looking statements are neither historical facts nor assurances of future performance.
Instead, they represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to known and
unknown risks, uncertainties and other factors outside of our control that could cause our actual results, performance or achievement
to differ materially from those expressed or implied by these forward-looking statements. In addition to the risks described above, these
risks and uncertainties include: our ability to successfully execute our business strategies, including integration of acquisitions and
the future acquisition of other businesses to grow our company; customers’ cancellation on short notice of master service agreements
from which we derive a significant portion of our revenue or our failure to renew such master service agreements on favorable terms or
at all; our ability to attract and retain key personnel and skilled labor to meet the requirements of our labor-intensive business or
labor difficulties which could have an effect on our ability to bid for and successfully complete contracts; the ultimate geographic
spread, duration and severity of the coronavirus outbreak and the effectiveness of actions taken, or actions that may be taken, by governmental
authorities to contain the outbreak or ameliorate its effects; our failure to compete effectively in our highly competitive industry
could reduce the number of new contracts awarded to us or adversely affect our market share and harm our financial performance; our ability
to adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our industry’s and customers’
evolving demands; our history of losses, deficiency in working capital and stockholders’ equity and our ability to achieve sustained
profitability; remaining weaknesses in our internal control over financial reporting and our ability to maintain effective controls over
financial reporting in the future; our remaining liabilities and indebtedness could adversely affect our business, financial condition
and results of operations and our ability to meet our payment obligations; unanticipated and materially adverse developments in our few
remaining litigations; the impact of new or changed laws, regulations or other industry standards that could adversely affect our ability
to conduct our business; and changes in general market, economic and political conditions in the United States and global economies or
financial markets, including those resulting from natural or man-made disasters.
These
forward-looking statements represent our estimates and assumptions only as of the date of this report and, except as required by law,
we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future
events or otherwise after the date of this report. Given these uncertainties, you should not place undue reliance on these forward-looking
statements and should consider various factors, including the risks described, among other places, in our most recent Annual Report on
Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the Securities and Exchange Commission.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
September 20, 2022, Transportation and Logistics Systems, Inc. (OTC PINK: TLSS), (“TLSS” or the “Company”), a
logistics service provider, announced that, effective September 16, 2022, its wholly-owned subsidiary, TLSS-FC, Inc. (“TLSSFC”),
closed on an acquisition of all outstanding stock of Freight Connections, Inc., a New Jersey-based company offering an array of transportation,
warehousing, consolidating, distribution, and local cartage services throughout the tri-state area (“Freight Connections”).
Joseph Corbisiero, the sole shareholder of Freight Connections, from whom the shares were acquired (the “Seller”), is an
unrelated party.
Freight
Connections was founded in 2016 and is a privately held transportation and logistics carrier headquartered in Ridgefield Park, New Jersey.
With annual revenues of $8.0 million in 2021 and approximately $4.7 million for the first six months of 2022, Freight Connections currently
operates with 30 power units and 50 trailers, including dry vans, pups, flatbeds, step decks, and double drop trailers out of three buildings
in the area with 200,000 square feet of warehouse and cross dock space, strategically located within one mile of each other. Freight
Connections offers customers an array of services including truckload, LTL, and consolidating of cartage, construction-trade, air, and
rail freight, as well as warehousing and distribution services.
Prior
to the closing, the Company, TLSS Acquisition, Inc. (“TLSS Acquisition”) and Seller entered into an amendment to their Stock
Purchase and Sale Agreement, dated as of May 23, 2022 (the “Amended SPA”), and TLSS Acquisition assigned its interest in
the Amended SPA to TLSSFC.
Pursuant
to the Amended SPA, the total purchase price was $9,365,000, plus closing adjustments and expenses of $536,139. TLSSFC: (i) paid $1,501,291
in cash at closing; (ii) entered into a $4,544,671 secured promissory note with the Seller, with interest accruing at the rate of 5%
per annum and then 10% per annum as of March 1, 2023 (The entire unpaid principal under the note, together with all accrued and unpaid
interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless
paid sooner. The promissory note is secured solely by the assets of Freight Connections.); and (iii) assumed $341,605 in debt. The Company
shall issue to the Seller stock of the Company, with a value at Closing of $3,513,571 as follows: (a) shares of common stock of the Company
equal to no more than 4.99% of the number of shares of common stock outstanding immediately after such issuance, and (b) promptly after
closing, the balance of the shares in Series H Convertible Preferred Stock, a new series of non-voting, convertible preferred stock issuable
to sellers in connection with acquisitions or strategic transactions approved by a majority of the directors of the Company.
The
Seller also entered into an employment agreement, including non-competition provisions, to continue with Freight Connections after the
acquisition
Item
9.01 Financial Statements and Exhibits.
Financial
statements of the business acquired and pro forma financial information to be filed by amendment not later than 71 calendar days after
the date that this initial report on Form 8-K is required to be filed.
(d)
Exhibits
+
Disclosure Schedules and other related Schedules are omitted.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
September 20, 2022 |
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. |
| |
|
|
| |
By: |
/s/
Sebastian Giordano |
| |
Name: |
Sebastian
Giordano |
| |
Title: |
Chief
Executive Officer |
Transportation and Logis... (CE) (USOTC:TLSS)
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