Current Report Filing (8-k)
July 07 2022 - 2:45PM
Edgar (US Regulatory)
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2022-07-06
2022-07-06
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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): July 6,
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
1.01 Entry into a Material Definitive Agreement.
Transportation and Logistics Systems, Inc. (OTCQB:
TLSS), (“TLSS” or the “Company”), a logistics service provider, on July 6, 2022, entered into a definitive Employment
Agreement with James Giordano for Mr. Giordano to serve as the Company’s Chief Financial Officer. The term of such Employment agreement
is for a period of two and one-half years through December 31, 2025, which term may not be terminated early by the Company except for
“cause” as defined in such agreement. Annual base compensation is $250,000, with an annual bonus for 2022 in total up to a
maximum of $125,000/year conditioned on the achievement of specified milestones, and future annual bonuses to be conditioned on achievement
of milestones to be negotiated based on the circumstances of the Company at such time.
Item
9.01 Financial Statements and Exhibits.
(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:
July 6, 2022 |
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. |
|
|
|
|
By: |
/s/
Sebastian Giordano |
|
Name: |
Sebastian
Giordano |
|
Title: |
Chief
Executive Officer |
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