Company Expands its Board of Directors
JUPITER, FL / ACCESSWIRE / January 26, 2022 / Transportation and Logistics Systems, Inc. (OTCQB:TLSS), ("TLSS" or the "Company"), a growing logistics service provider, today announced that, on January 25, 2022, it closed an additional equity financing, which provided gross proceeds of $700,000. Moreover, on January 20, 2022, the Company increased its Board of Directors from two to four members, with the addition of Messrs. Charles Benton and Norman Newton, and, in connection thereto, formerly established its Audit, Compensation and Nominating Committees.
According to Chairman and CEO Sebastian Giordano, "This funding further strengthens our balance sheet while providing additional working capital that will enable us to build a solid foundation for growth. Meanwhile, we've added two highly qualified board members with extensive industry and technology experience, while fortifying the Company's corporate governance practices to protect the interests of all stakeholders."
Under the terms of a Securities Purchase Agreement relating to the new financing, the Company issued to certain accredited investors in a private placement an aggregate of 70,000 shares of Series G Convertible Preferred Stock of the Company, par value $0.0001 per share ("Series G Shares") and warrants to purchase 70,000,000 shares of common stock of the Company, par value $0.0001 per share ("Common Stock"), at an exercise price of $0.01 per share ("Warrants"). The shares of Common Stock issuable upon conversion of the Series G Shares, if the Series G Shares were immediately converted on closing, would be approximately 83,659,171 shares.
Previously, on January 3, 2022, the Company had announced that on December 31, 2021, it had closed an equity financing which provided gross proceeds of $6,150,000.
Mr. Benton, who will serve as the Chairman of the Audit Committee and a member of the Compensation Committee, currently serves as an independent Director and Audit Chairman of Vision Hydrogen Corp. (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 (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. From 1999 to 2014, Mr. Benton held various supply chain positions, including as Director of Supply Chain Distribution Servicesat Charming Shoppes, Inc., a specialty clothing retail holding company with more than 2,300 retail stores in the US. From 1980 to 1999, Mr. Benton held various finance positions, including the Head of Finance & Business Development at Consolidated Rail Corp., now Conrail.Mr. Benton received an undergraduate degree from St. Joseph's University and lives in Wynnewood, Pennsylvania.
Mr. Newton, who will serve as the Chairman of the Nominating Committee and a member of the Audit Committee, is currently the President and CEO of AmeriCasa Solutions, LLC, a vertically integrated provider of housing to the Hispanic Community in the United States. AmeriCasa's master planned communities provide residents with a host of resident benefits, community center and other amenities along with model homes, insurance, and financing. The Company prides itself on its proprietary technology platform that automates and digitizes much of the home buying experience. Mr. Newton has also been, since 2008, the Managing Director of Newton Vision Corporation ("NVC"), a privately held investment and consulting company with deep experience in business process reengineering, optimization, and digital transformation. With a center of excellence and a project management office located in Bogota Colombia, and offices in Houston and Austin, Texas, NVC provides its customers with a host of solutions including full business process outsourcing. From 2012 to 2015, Mr. Newton was President and General Manager of ManpowerGroup Public Sector, and he was General Manager of global operations for ManpowerGroup Solutions - Language Services, both of which are owned by ManpowerGroup (MAN). Mr. Newton has experience in operating in countries throughout the world and led the company to be recognized as a top ten provider of services globally within the Language Services Industry. Mr. Newton also served on ManpowerGroup's Executive Council for Supplier Diversity. From 2005 to 2010 Mr. Newton was Vice President of COMSYS (CITP), which was purchased by ManpowerGroup in 2010. Mr. Newton received his undergraduate degree from the University of Texas in Austin and lives in Dripping Springs, Texas.
Mr. John Mercadante, former Chairman and Chief Executive Officer of the Company and a current member of the Board of Directors, has been appointed to serve as the Chairman of the Compensation Committee and a member of the Nominating Committee.
About Transportation and Logistics Systems, Inc.
TLSS, through its wholly owned operating subsidiaries, Cougar Express, Inc and Shyp FX, 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 regarding 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 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.
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 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.
SOURCE: Transportation & Logistics Systems
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