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Acquisition expected to double revenue and bring company closer to profitability
JUPITER, FL/ACCESSWIRE/September 20, 2022/ Transportation and Logistics Systems, Inc. (OTC PINK: TLSS), (“TLSS” or the “Company”), a provider of logistics services, today announced that on September 16, 2022, through its subsidiary in wholly-owned, TLSS-FC, Inc. (“TLSSFC”), it entered into a stock purchase agreement (“SPA”) by acquiring 100% of the outstanding shares of Freight Connections, Inc. (“FC”) located in Ridgefield Park, New Jersey.
Sebastian Giordano, President and CEO of TLSS, said, “Freight Connections is a growing and profitable New Jersey-based company that offers a range of transportation, warehousing, consolidation, distribution and local trucking throughout the tri-state area. , I am pleased that its sole owner, Joseph Corbisiero, a seasoned operator with over 30 years of industry experience, will remain as President and CEO of the FC subsidiary to continue to grow the business. even more.”
The total purchase price was $9,365,000 plus closing adjustments and expenses of $536,139. The Company: (i) paid $1,501,291 in cash at closing; (ii) entered into a $4,544,671 secured promissory note with the seller, with interest accrued at the rate of 5% per annum, thereafter 10% per annum commencing March 1, 2023. (The total principal amount unpaid under the Note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder shall be due and payable in one installment on December 31, 2023, unless paid earlier. The promissory note is secured solely by the assets of Freight Connections.); and (iii) assumed debt of $341,606. The Company will issue to the Seller shares of the Company, having a closing value of $3,513,571, as follows: (a) common shares of the Company equal to not more than 4.99% of the number of common shares outstanding immediately after such issuance, and (b) immediately after closing, the balance of Series H Convertible Preferred Shares, a new series of non-voting convertible preferred shares issuable to sellers in connection with acquisitions or strategic transactions approved by the majority of the Company’s directors.
About Transportation and Logistics Systems, Inc.
TLSS, through its wholly owned operating subsidiaries, Freight Connections, Inc., Cougar Express, Inc. and JFK Cartage, Inc. operates as a full-service logistics and transportation company. For more information, visit the Company’s website, www.tlss-inc.com.
Statements in this press release about 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. These 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 relate not directly or exclusively to historical facts. In some cases, you can identify forward-looking statements by words such as “may”, “will”, “should”, “could”, “should”, “expect”, “anticipate”, ” anticipates”, “intends”, “plan”, “goal”, “seek”, “strategy”, “future”, “probable”, “believes”, “estimates”, “projects”, “plans”, “predicted”, “potential” or the negative of these terms and similar expressions and comparable terminology. These include, but are not limited to, statements relating to future events or our future financial results and 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 guarantees of future performance. Instead, they represent our intentions, plans, expectations, assumptions, and beliefs. ictions regarding future events and are subject to known and unknown risks, uncertainties and other factors beyond our control which could cause our actual results, performance or achievements to differ materially from those expressed or implied by such statements. forward-looking statements. In addition to the risks described above, these risks and uncertainties include: our ability to successfully execute our business strategies, including the integration of acquisitions and the future acquisition of other businesses to grow our business; the cancellation by customers 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 demands of our labor-intensive businesses or labor challenges that could impact our ability to bid on and complete contracts; the ultimate geographic spread, duration and severity of the coronavirus outbreak and the effectiveness of measures taken, or measures that may be taken, by governmental authorities to contain the outbreak or mitigate its effects; our inability 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 adversely affect our financial performance; our ability to adopt and master new technologies and adjust certain fixed costs and expenses to adapt to the changing demands of our industry and our customers; our history of losses, insufficient working capital and equity and our ability to achieve sustained profitability; continuing 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, as well as 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 impair 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 release and, except as required by law, we undertake no obligation to publicly update or revise 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 things, in our most recent Annual Report on Form 10-K and in our quarterly reports on Form 10.-Q, together with any amendments thereto, filed with the Securities and Exchange Commission.
THE SOURCE: Transport and logistics systems
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