AND EXCHANGE COMMISSION
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
of Report (Date of Earliest Event Reported): July 7, 2020
and Logistics Systems, Inc.
name of registrant as specified in its charter)
or other jurisdiction
Military Trail, Suite 22-357
of Principal Executive Offices)
name or former address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
Stock, par value $0.001
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).
growth company [ ]
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. [ ]
in this Form 8-K 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: whether the OTC Markets Group approves our application to OTCQB; 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 a stockholders’ deficit and our ability 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 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 and political conditions
in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.
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 letter. 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.
7.01 Regulation FD Disclosure
July 7, 2020, Transportation and Logistics Systems, Inc. issued a press release announcing it had applied to OTC Markets Group
to upgrade from the OTC Pink Open Market to the OTCQB Venture Market. A copy of this press release is attached to this Current
Report on Form 8-K as Exhibit 99.1.
9.01 Financial Statements and Exhibits.
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.
July 7, 2020
and Logistics Systems, Inc.|
John Mercadante |