TRANSPORTATION & LOGISTICS SYSTEMS, INC. : Entering a Material Definitive Agreement, Financial Statements and Supporting Documentation (Form 8-K)
Section 1.01 Entering into a Material Definitive Agreement.
Freight Connections is a full-service transportation company that has been in operation for approximately 10 years and provides transportation, warehousing, consolidation, distribution and local trucking services to a diverse base of over 500 business accounts.
It uses its own fleet of trucks, warehouse/driver/office staff and independent contractors on call from its three convenient and secure facilities.
locations comprising approximately 200,000 square feet of warehouse space, allowing it to pick up and deliver throughout the tri-state area.
The SPA provides for a purchase price equal to approximately
The total consideration will be payable as follows: (i)
The sole selling shareholder of Freight Connections will also enter into an employment agreement to continue with the company and a non-compete agreement.
The Transaction shall close approximately 60 days after the signing of the Agreement, subject to the completion of satisfactory due diligence by TLSS to confirm the accuracy of all representations and warranties of Freight Connection in the SPA and that Freight Connections has not suffered a material change in its operations, and also subject to Freight Connections obtaining acceptable landlord consent to Freight Connections’ assignment of the leases for its warehouse operating facilities to the acquiring subsidiary, and also subject to TLSS obtaining financing for the cash portion of the acquisition.
The Company’s primary strategy has been to become a leader in the transportation industry by providing high quality, on-time pick-up, transportation and delivery services. The Company plans to achieve this objective, in part, by pursuing strategic acquisitions as a means of adding new markets in
The Company believes that the acquisition of Freight Connections is a good fit with its current business given its demographics, services offered and diverse customer base, and given that it would provide the Company with a profitable and well-managed operation for a long period of time. date. In addition, the Company believes that, because Freight Connections is strategically based in
and serves the tri-state area, organic growth opportunities will be available to expand its footprint in the company’s main base of operations near
Item 9.01 Financial statements and supporting documents.
(d) Exhibits Exhibit No. Description
10.1+ Stock Purchase and Sale Agreement, dated as of
May 23, 2022, between TLSS Acquisition, Inc.(a wholly owned subsidiary of the Company) and Freight Connections, Inc.104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
+ Disclosure schedules and other related schedules are omitted.
© Edgar Online, source