UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
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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 8.01 Other Events.
On February 16, 2024, the operating subsidiaries of Transportation and Logistics Systems, Inc. (OTC PINK: TLSS) (“TLSS” or the “Company”), namely, Cougar Express, Inc. and JFK Cartage, Inc. (together, “Cougar”), Severance Trucking Co., Inc., Severance Warehousing, Inc. and McGrath Trailer Leasing, Inc. (together “Severance”) (collectively, “Operations”) ceased all operations. This cessation of operations in effect terminated all of the material agreements of the Operations.
While the Company had been pursuing and was in the process of finalizing an accounts receivable factoring line for its Operations, it was unable to close such financing in time to pay certain insurance premiums for Severance Trucking Co., Inc., that resulted in the loss of vehicle insurance coverage. Such insurance coverage expired on February 16, 2024, which necessitated having to cease its Severance operations. Severance laid off virtually all employees, except for several employees who are in the process of winding down residual operational issues.
On February 16, 2024, as Cougar was in the process of commencing the wind down of its operations, the landlord of Cougar’s Inwood facility took involuntary possession of Cougar’s warehouse location, resulting in the immediate cessation of operations. As a result, all remaining employees of Cougar Express were laid off.
As a result of the foregoing, the Company no longer has any substantive revenue-generating operations. In November 2023, the Company had previously reported that as of September 30, 2023, it had a working capital deficit of $11,680,875, and since the date of such Report, the Company’s working capital deficit has not improved.
The Company has previously advised that, if it were unable to raise additional capital or secure additional lending in the future, it could expect that such inability could result in the curtailment of its operations and the inability to meet its debt obligations.
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 21, 2024 | TRANSPORTATION AND LOGISTICS SYSTEMS, INC. | |
| By: | /s/ Sebastian Giordano | |
| Name: | Sebastian Giordano | |
Cover |
Feb. 16, 2024 |
|---|---|
| Entity Addresses [Line Items] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Feb. 16, 2024 |
| Entity File Number | 001-34970 |
| Entity Registrant Name | Transportation and Logistics Systems, Inc. |
| Entity Central Index Key | 0001463208 |
| Entity Tax Identification Number | 26-3106763 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 5500 Military Trail |
| Entity Address, Address Line Two | Suite 22-357 |
| Entity Address, City or Town | Jupiter |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 33458 |
| City Area Code | (833) 764-1443 |
| Local Phone Number | 764-1443 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Former Address [Member] | |
| Entity Addresses [Line Items] | |
| Entity Address, Address Line One | Jupiter |
| Entity Address, Address Line Two | Florida 33458 |
| Entity Address, Address Line Three | (833) |