Current Report Filing (8-k)
March 23 2021 - 6:05AM
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): March 22, 2021
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)
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:
[ ]
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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: 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,” “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, which
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 a stockholders’ deficit
and our inability to achieve sustained profitability; material weaknesses in our internal control over financial reporting and
our ability to maintain effective controls over financial reporting in the future; our substantial indebtedness, which could adversely
affect our business, financial condition and results of operations and our ability to meet our payment obligations; 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, social 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.
Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
Transportation
and Logistics Systems, Inc. (OTC:TLSS), (“TLSS” or the “Company”), an eCommerce fulfillment service provider,
announced that, on March 22, 2021, pursuant to an exemption from the registration requirements of Section 5 of the Securities
Act contained in Section 4(a)(2) thereof and/or Rule 506(b) thereunder, the Company issued and sold units (the “Units”),
each consisting of one share of Series E Convertible Preferred Stock, $0.001 par value (the “Series E Shares”) and
a warrant to purchase 1,334 shares of Common Stock, subject to adjustment, at an initial exercise price of $0.01 per share, at
a purchase price of $11.67 per Unit, subject to the terms and conditions set forth in a stock purchase agreement, entered into
effective as of March 22, 2021 (“Agreement”). The Agreement provides for the sale of 197,044 Units at an original
issue discount of 12.5%, raising $2,300,000 at closing, which occurred on March 22, 2021. The Company shall use the proceeds for
working capital purposes.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
+
Disclosure Schedules and some other related Schedules and Exhibits (forms of closing documents) 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:
March 22, 2021
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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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