Item 3.02 Unregistered Sales of Equity Securities.
Transportation and Logistics Systems, Inc. (OTC:TLSS), ("TLSS" or the
"Company"), an eCommerce fulfillment service provider, announced that, on
January 25, 2022, 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 additional units (the "Units"),
each consisting of one share of the Company's Series G Convertible Preferred
Stock, $0.001 par value per share (the "Series G Shares"), and a warrant to
purchase 1,000 shares of the Company's Common Stock, subject to adjustment (the
"Warrant Shares"), at an initial exercise price of $0.01 per share, at a
purchase price of $10.00 per Unit, subject to the terms and conditions set forth
in that stock purchase agreement, entered into effective as of December 31, 2021
("Agreement"), raising $700,000 at closing. The Company shall use the proceeds
for working capital purposes and, subject to identifying one or more prudent
opportunities, for acquisitions.
The Company shall pay the placement agent, who acted on its behalf in connection
with sale of the Units, a cash transaction fee in the amount of 10% of the
amount of the securities financing and warrants with a 5-year term and cashless
exercise, equal to 10% of the amount of securities sold (on an as converted
basis), at an exercise price $0.01 per share.
A copy of the Agreement and the form of warrant were filed with the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
January 3, 2022. Under the Agreement, the Company has agreed to file with the
Securities and Exchange Commission a registration statement covering the resale
of the Series G Shares and the Warrant Shares for an offering to be made on a
continuous basis pursuant to Rule 415.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On January 20, 2022, the Board of Directors of the Company elected Charles
Benton (age 71) to the Board of Directors of the Company to serve until his
successor is elected and qualified. Mr. Benton will serve as Chairman of the
Company's Audit Committee and will serve on the Company's Compensation
Committee. Mr. Benton was appointed to the Board based on his extensive
experience in the transportation and supply chain industries and his experience
with the boards of directors of publicly-traded companies, including his various
roles, such as Chairman and on governance committees. Currently, he serves as a
director and Audit Chairman of Vision Hydrogen Corp. (OTC:VIHD), a company
focused on the production, storage and distribution of hydrogen for the green
energy economy supply chain. In the past, Mr. Benton has held the positions of
Audit Committee Chairman and then Chairman of the Board of WPCS International
Incorporated (NASDAQ:WPCS), a design-build engineering firm focused on the
deployment of wireless networks and related services including site design,
technology integration, electrical contracting, construction and maintenance.
On January 20, 2022, the Board of Directors of the Company elected Norman Newton
(age 55) to the Board of Directors of the Company to serve until his successor
is elected and qualified. Mr. Newton will serve as Chairman of the Company's
Nominating Committee and will serve on the Company's Audit Committee. Mr. Newton
was appointed to the Board based on his high-level executive skills across a
multiple of large organizations and his background in implementing digital
technology in various areas relevant to the Company's plans and operations.
Currently, Mr. Newton is the President and CEO of AmeriCasa Solutions, LLC, a
vertically integrated provider of housing to the Hispanic Community in the
United States. Mr. Newton is also the Managing Director of Newton Vision
Corporation, a privately held investment and consulting company with deep
experience in business process reengineering, optimization, and digital
transformation.
On January 20, 2022, the Board of Directors of the Company appointed John
Mercadante, a current member of its Board of Directors, to serve as Chairman of
the Company's Compensation Committee and to serve on the Company's Nominating
Committee.
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