Current Report Filing (8-k)
May 08 2020 - 9:01AM
Edgar (US Regulatory)
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): May 7, 2020
Transportation
and Logistics Systems, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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001-34970
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26-3106763
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5500
Military Trail, Suite 22-357
Jupiter,
Florida 33458
(Address
of Principal Executive Offices)
(833)
764-1443
(Issuer’s
telephone number)
2833
Exchange Court, Suite A
West
Palm Beach, Florida 33409
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001
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TLSS
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OTC
US
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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
made in this Form 8-K that are not historical or current facts are “forward-looking statements” made pursuant to the
safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements often
can be identified by the use of terms such as “may,” “will,” “expect,” “believe,”
“anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof.
We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers
not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking
statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ
materially from historical results of operations and events and those presently anticipated or projected. Among the factors that
could cause actual results to differ materially from those described or projected herein are the following: financial market conditions;
actions by the Loan parties; changes by the SBA or other governmental authorities regarding the CARES Act, the Payroll Protection
Program or related administrative matters; and the Company’s and Borrower’s ability to comply with the terms of the
Loan and the CARES Act, including to use the proceeds of the Loan as described herein. We disclaim any obligation subsequently
to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events. 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
On
April 8, 2020, ShypDirect, LLC (“Borrower”), a wholly owned subsidiary of Transportation and Logistics Systems,
Inc. (the “Company”), applied to M&T Bank (“Lender”) under the Small Business Administration
(the “SBA”) Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the
“CARES Act”) for a loan of $504,940 (the “Loan”). On April 28, 2020, the Loan was approved
and Borrower received the Loan proceeds on May 1, 2020, which Borrower plans to use for covered payroll costs, rent and utilities
in accordance with the relevant terms and conditions of the CARES Act.
The
Loan, which took the form of a promissory note issued by Borrower (the “Promissory Note”), has a two-year term,
matures on April 28, 2022, and bears interest at a rate of 1.00% per annum. Monthly principal and interest payments, less the
amount of any potential forgiveness (discussed below), will commence on November 28, 2020. Borrower did not provide any collateral
or guarantees for the Loan, nor did Borrower pay any facility charge to obtain the Loan. The Promissory Note provides for customary
events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations
and material adverse effects. Borrower may prepay the principal of the Loan at any time without incurring any prepayment charges.
The
Loan may be forgiven partially or fully if the Loan proceeds are used for covered payroll costs, rent and utilities, provided
that such amounts are incurred during the eight-week period that commenced on May 1, 2020 and at least 75% of any forgiven amount
has been used for covered payroll costs. Any forgiveness of the Loan will be subject to approval by the SBA and Lender and will
require Borrower to apply for such treatment in the future.
A
copy of the Promissory Note is attached as Exhibit 10.1 to this Current Report on Form 8-K. The above descriptions are qualified
by reference to the complete text of the Promissory Note, provided that any representations and warranties contained in the Promissory
Note are not intended for investors and the public to obtain factual information about the Borrower or the Company. Rather, investors
and the public should look to disclosures contained in the Company’s reports under the Securities Exchange Act of 1934,
as amended.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure in Item 1.01 of this report is incorporated into this Item 2.03 by reference.
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:
May 8, 2020
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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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