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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): November 1, 2023
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. (OTC PINK: TLSS) (“TLSS” or the “Company”), a publicly-traded holding company in
which its wholly-owned operating subsidiaries, Cougar Express, Inc., Freight Connections, Inc., JFK Cartage, Inc., and Severance Trucking
Co., together provide a full suite of logistics and transportation services, on November 1, 2023, executed a promissory note for
a loan of $500,000 from John Mercadante. Mr. Mercadante is a Director of the Company. The funds
had been advanced previously. The terms of the note provide for interest at 12% per annum. The maturity date of the
note is June 30, 2024, provided, however, that loan is prepayable by the Company at any time without premium or penalty.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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:
November 3, 2023 |
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. |
|
|
|
|
By: |
/s/
Sebastian Giordano |
|
Name: |
Sebastian
Giordano |
|
Title: |
Chief
Executive Officer |
Exhibit
10.1
PROMISSORY
NOTE
$500,000.00
|
Date:
November 1, 2023 |
FOR
VALUE RECEIVED, Transportation and Logistics Systems, Inc., a Nevada corporation (“Maker”), hereby promises to pay to
the order of John Mercadante (“Payee”) at [REDACTED] or at such other place as the holder hereof
may designate in writing, the principal sum of $500,000.00, together with interest, from the date hereof, on the unpaid principal
amount hereof outstanding from time to time at the rate per annum equal to 12% (the “Base Rate”), on the terms set forth
herein. Payee may transfer this Note to any person, who shall then be deemed to be Payee hereunder.
Principal
outstanding and interest accrued and unpaid hereunder and any other amounts due hereunder shall be due and payable on June 30, 2024.
All amounts paid hereunder shall be credited first to the payment of accrued and unpaid interest, and then to the payment of outstanding
principal. Payment of principal, interest and any other sum due hereunder shall be made in lawful money of the United States of America.
This Note may be prepaid in whole or in part at any time without premium or penalty.
All
amounts paid hereunder shall be credited first to the payment of accrued and unpaid interest, and then to the payment of outstanding
principal. Payment of principal, interest and any other sum due hereunder shall be made in lawful money of the United States of America.
This Note may be prepaid in whole or in part at any time without premium or penalty provided that such prepayment is accompanied by a
notice of the amount being prepaid.
Maker
covenants not to issue any instrument of indebtedness senior to this Note or secured by any assets of Maker, or, other than the Loans,
pari passu with this Note.
If
any one or more of the following events (herein termed “Events of Default”) shall happen:
|
(a) |
any
payment of principal or interest hereunder is not paid when due; |
|
|
|
|
(b) |
Maker
shall: |
(i)
become insolvent or admit its inability, or become unable, to pay its debts generally as they become due,
(ii)
file a petition for relief or for reorganization or for the adoption of an arrangement under the federal bankruptcy laws or any other
similar law or statute for the relief or aid of debtors of the United States of America or any State thereof, as now or hereinafter in
effect (the “Bankruptcy Laws”), or an admission seeking the relief therein provided, or
(iii)
have an order for relief entered against it under the Bankruptcy Laws or otherwise be adjudicated a bankrupt or insolvent; or
(c)
if Maker defaults in the due observance of any material provision of this Note, and the same shall not be cured within 30 days of written
notice from Payee; or
(d)
if Maker takes any action to terminate, liquidate or dissolve Maker,
then
and in any such event, at any time thereafter, if any Event of Default shall then be continuing, Payee may by written notice to Maker
declare the principal, accrued interest and any other amounts owing under this Note to be immediately due and payable, and in such case
the same shall be paid immediately in full. Interest shall accrue on all amounts past due, whether or not an Event of Default has occurred,
at the rate per annum of the lesser of the Base Rate plus 5% or the highest rate permitted by law until paid.
In
case any one or more default hereunder or under any related document shall happen and be continuing, Payee may proceed to protect and
enforce Payee’s rights either by suit in equity or by action at law, or both, whether for the specific performance of any covenant,
condition, or agreement contained in this Note or in aid of the exercise of any power granted in this Note or to enforce any other legal
or equitable right of Payee. After an Event of Default, Maker shall pay to Payee immediately upon written demand therefor any amounts
reasonably expended or incurred by Payee in collecting any amount due hereunder, including, without limitation, reasonable attorneys’
fees and costs, whether or not any legal action is instituted in connection therewith, including interest on all such amounts from the
date demanded until the date paid at the rate per annum of the lesser of the Base Rate plus 5% or the highest rate permitted by law until
paid. Each and every remedy hereunder or at law or equity shall be cumulative, and Payee may exercise any such remedy or remedies together,
separately or in any combination at any time.
This
Note (a) may not be changed, waived, discharged or terminated, nor may any provision(s) of it be waived, except by an instrument in writing
signed by the Payee and (b) shall be binding upon Maker and each of Maker’s successors and assigns, and shall inure to the benefit
of and be enforceable by Payee and Payee’s heirs and personal representatives. No promises or representations have been made by
Payee in connection herewith except as expressly set forth herein. Maker hereby waives presentment, demand, protest, notice of dishonor
and all other notices and demands, except as expressly set forth herein.
This
Note shall be paid in full without any offset or deduction for any claim, counterclaim or defense of any kind whatsoever, the right to
raise any of which is waived by Maker. Because Maker has already received fair value in assets with a readily ascertainable value for
this Note (i.e., a cash advance), such waiver by Maker shall include any and all claims that Maker may have, whether known or not known
to Maker, for fraud or any related cause of action. Maker also hereby waives the right to trial by jury in any litigation related
to this Note.
This
Note shall be construed and governed in all respects by the laws of the State of Florida applicable to contracts made and to be performed
therein.
If
any provision of this Note is deemed to be invalid, illegal, or unenforceable, the balance of this Note shall remain in full force and
effect.
Maker
and Payee intend this Note to conform strictly to the usury and similar laws relating to interest and the collection of other charges
from time to time in force, and this Note is hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration
of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to Payee as interest or other charges hereunder
or under any other security agreement given to secure this Note, or in any other document evidencing, securing or pertaining to this
Note, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any
circumstances whatsoever fulfillment of any provision hereof, or any of such other related documents, at the time performance of such
provision shall be due, shall involve transcending the Maximum Amount, then ipso facto, the obligation to be fulfilled shall be
reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest or other charges paid and/or payable hereunder,
in respect of laws pertaining to usury or such other laws, all charges and other sums paid or agreed to be paid hereunder to the holder
hereof for the use, forbearance or detention of the amount advanced, outstanding from time to time shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread from the date of disbursement of the proceeds reflected by this Note until
payment in full of all amounts under this Note, so that the actual rate of interest on account of the principal hereof is uniform through
the term hereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note.
If
under any circumstances Payee shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment
in reduction of amounts owing hereunder and any other obligation of Maker in favor of Payee, and shall be so applied, or if such excessive
interest exceeds the unpaid balance owing hereunder and any other obligation of Maker in favor of Payee, then the excess shall be deemed
to have been a payment made by mistake and shall be refunded to Maker.
Any
notice or communication required or sent in connection with this Note shall be sent by first class mail, postage prepaid, addressed as
set forth above. Any such address may be changed by sending notice of such change at least 10 days prior to the effective date of the
change.
As
a further inducement to the Payee to accept this Note, Maker, acknowledging that Payee is relying on the covenants in this paragraph,
covenants and agrees that: in any action or proceeding brought on, under or in connection with or relating to this Note, any legal suit
arising out of or in connection with this Note may be instituted in any Federal or State Court in the State of Florida; Maker waives
any objection Maker may now or hereafter have to such venue in any legal suit; Maker irrevocably submits to the jurisdiction of any such
Court in any such suit; Maker agrees not to bring any such suit, action or other proceeding in any other jurisdiction; and Maker agrees
that service of process upon Maker may be made at Maker’s address above by mailing to such address by certified mail, return receipt
requested, with an additional copy to such address by first class mail, and such service shall be deemed in every respect effective service
of process upon Maker in any such suit, action or proceeding in the State of Florida.
IN
WITNESS WHEREOF, Maker has caused this Note to be executed by its duly authorized officer on the day and year first above written.
Transportation
and Logistics Systems, Inc. |
|
|
|
|
By: |
/Sebastian
Giordano/ |
|
Name: |
Sebastian
Giordano |
|
Title: |
CEO |
|
State
of New York |
) |
County
of Rockland |
)ss.: |
On
the 1st day of November in the year 2023 before me, the undersigned, personally appeared Sebastian Giordano, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual executed
the instrument, and that such individual made such appearance before the undersigned in the County of Rockland, City/Town of .
/Neil
F. Agyiri/ |
|
(Signature
and Office of individual
taking
acknowledgment.) |
|
|
|
NEIL F. AGYIRI
Notary Public – State of New York
NO. 01AG6324731
Qualified in Rockland County
My Commission Expires May 11, 2027
|
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