Securities Registration Statement (s-1/a)
November 06 2019 - 3:26PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on November 6, 2019
Registration
No. 333-234158
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1
To
Form
S-1
REGISTRATION
STATEMENT
Under
The
Securities Act of 1933
Transportation
and Logistics Systems, Inc.
(Exact
name of Registrant as specified in its charter)
Nevada
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4215
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26-3106763
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(State
or other jurisdiction of
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(Primary
Standard Industrial
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(IRS
Employer
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incorporation
or organization)
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Classification
Code Number)
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Identification
No.)
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3
Riverway, Suite 1430
Houston,
Texas 77056
Telephone:
(713) 481-3340
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
John
Mercadante
3
Riverway, Suite 1430
Houston,
Texas 77056
Telephone:
(713) 481-3340
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Please
send copies of all communications to:
M.
Ali Panjwani, Esq.
Eric
M. Hellige, Esq.
Pryor
Cashman LLP
7
Times Square
New
York, New York 10036
Phone:
(212) 421-4100
Approximate
date of commencement of proposed sale to the public:
As
soon as practicable after the effective date of this Registration Statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act, check the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller
reporting company [X]
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Emerging
growth company [ ]
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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 7(a)(2)(B) of the Securities Act.
[ ]
EXPLANATORY
NOTE
This
Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-234158) Transportation and Logistics Systems, Inc., is
being filed solely to amend Item 16 of Part II thereof and to transmit an exhibit thereto. This Amendment No. 1 does not modify
any provision of the preliminary prospectus contained in Part I or Items 13, 14, 15 or 17 of Part II of this Registration Statement.
Accordingly, this Amendment No. 1 does not include a copy of the preliminary prospectus.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits and Financial Statement Schedules.
The
following exhibits are filed as part of this Registration Statement.
Exhibit
Number
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Description
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2.1
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Share Exchange Agreement, dated as of March 30, 2017, by and among the Registrant, Save on Transport Inc. and Steven Yariv (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K dated April 5, 2017).
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3.1
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Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-K dated June 30, 2015).
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3.2
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Certificate of Change filed with the Nevada Secretary of State, dated December 18, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K dated December 24, 2013).
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3.3
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Certificate of Amendment to Amended and Restated Articles of Incorporation dated July 16, 2018 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K dated July 23, 2018).
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3.4
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Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K dated December 20, 2011).
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4.1
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Form of Senior Convertible Promissory Note from 2017 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K dated April 27, 2017).
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4.2
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Certificate of Amendment to the Certificate of Designation, Preferences and Rights of the Series A Convertible Preferred Stock of PetroTerra Corp., dated August 7, 2017 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K dated August 8, 2017).
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4.3
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Form of Senior Secured Convertible Promissory Note dated June 16, 2018 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K dated June 27, 2018).
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4.4
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Common Stock Purchase Warrant, issued by the Company on June 19, 2018 (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K dated June 27, 2018).
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4.5
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Form of Senior Convertible Promissory Note dated August 30, 2019 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K dated September 9, 2019).
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4.6
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Form of Common Stock Purchase Warrant issued by the Registrant on August 30, 2019 to lenders (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-K dated September 9, 2019).
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4.7
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Form of Common Stock Purchase Warrant issued by the Registrant on August 30, 2019 to equity purchasers (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K dated September 9, 2019).
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5.1**
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Opinion
of Holley Driggs Walch Fine Puzey Stein & Thompson, Ltd.
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10.1
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Securities Purchase Agreement, dated as of April 25, 2017, by and among the Company and the Lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated April 27, 2017).
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Exhibit Number
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Description
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10.2
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Securities Purchase Agreement, dated June 18, 2018, between the Company and an institutional investor (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated June 27, 2018).
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10.3
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Security Agreement, dated June 18, 2018, between the Company and an institutional investor (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K dated June 27, 2018).
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10.4
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Stock Purchase Agreement, dated June 18, 2018, between the Company, Prime EFS LLC and the sellers signatory thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K dated June 26, 2018).
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10.5
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Agreement, dated April 9, 2019, by and between the Company and Bellridge Capital, L.P. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated April 10, 2019).
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10.6
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Form of Agreements, by and between the Company and RedDiamond Partners LLC incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated April 10, 2019).
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10.7
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Form of Series A Convertible Preferred Stock Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated April 10, 2019).
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10.8
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Securities Purchase Agreement dated August 30, 2019 between the Registrant and lenders (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K dated September 9, 2019).
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10.9*
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Security Agreement dated August 30, 2019 among the Registrant, the subsidiaries of the Registrant, the lenders and Cavalry Fund I LP, as collateral agent.
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10.10
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Registration Rights Agreement dated August 30, 2019 between the Registrant and lenders (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K dated September 9, 2019).
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10.11
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Securities Purchase Agreement dated August 30, 2019 between the Registrant and equity purchasers (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated September 9, 2019).
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10.12
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Registration Rights Agreement dated August 30, 2019 between the Registrant and equity purchasers (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K dated September 9, 2019).
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21.1*
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List of Subsidiaries.
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23.1**
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Consent of Holley Driggs Walch Fine Puzey Stein
& Thompson, Ltd. (contained in Exhibit 5.1).
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23.2*
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Consent of Salberg & Company, P.A.
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*
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Previously
filed.
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**
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Filed
herewith.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas on November 6, 2019.
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TRANSPORTATION
AND LOGISTICS SYSTEMS, INC.
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By:
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/s/
John Mercadante
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Name:
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John Mercadante
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Title:
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Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been
signed by the following persons in the capacities indicated on the date indicated.
Signature
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Title
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Date
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/s/
John Mercadante
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President,
Chief Executive Officer and Chairman of the Board of Directors
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November
6, 2019
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John
Mercadante
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(Principal
Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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/s/
Douglas Cerny
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Director
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November
6, 2019
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Douglas
Cerny
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