Current Report Filing (8-k)
February 19 2021 - 9:38AM
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): February 17, 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”) and/or its subsidiaries
Prime EFS LLC, Shypdirect LLC, and TLSS Acquisition, Inc., 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 as well as that no assurance can be given that the Company will secure the financing
it needs to acquire substantially all of the assets of Cougar Express, Inc. as described herein.
Section
2 – Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
February 17, 2021, Transportation and Logistics Systems, Inc. (OTC:TLSS) (the “Company”), and its wholly-owned subsidiary,
TLSS Acquisition, Inc., entered into an agreement to extend the closing date of the acquisition of substantially all of the assets
of Cougar Express, Inc. (“Cougar Express”), from February 16, 2021 until March 1, 2021. Such extension is to provide
the Company additional time to procure the financing necessary to complete the transaction.
The
Company, through its wholly-owned operating subsidiaries, Shypdirect, LLC and Shyp FX, Inc., operates as a logistics and transportation
company specializing in eCommerce fulfillment through last mile, two-person home delivery, mid-mile and line-haul services for
predominantly online retailers.
The
Company believes that the proposed acquisition of Cougar Express demonstrates that the Company is beginning to aggressively resume
its growth strategy,
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:
February 19, 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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