Proficient Auto Logistics, Inc (Form: 8-K, Received: 01/30/2025 17:05:38)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): January 26, 2025

Proficient Auto Logistics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42035		93-1869180
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS employer identification number)

12276 San Jose Blvd., Suite 426

Jacksonville, FL 32223

(Address of principal executive offices)

Registrant’s telephone number, including area code: (904) 506-7918

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate 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).

Emerging growth company ☒

If 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		PAL		Nasdaq Global Market

Item 1.01 Entry into a Material Definitive Agreement

On January 26, 2025, Proficient Auto Logistics, Inc. (the “Company”), Delta Automotive Services, LLC (d/b/a Delta Transport, “Delta”) and John Skiadas (“Mr. Skiadas”), entered into a consulting agreement (the “Consulting Agreement”). Mr. Skiadas is an employee of the Company and a member of the Company’s Board of Directors (the “Board”).

Pursuant to the terms of the Consulting Agreement, Mr. Skiadas will provide advisory services to assist in transitioning responsibilities and workstreams to the Vice President of Operations for the East region, to facilitate Delta’s integration to the Company, among other services. The term of the Consulting Agreement is from December 16, 2024 through February 28, 2025 (the “Termination Date”), provided that the parties may mutually agree to extend the term by up to 90 days.

As compensation for the services provided, Mr. Skiadas will receive a base salary at the annual rate of $250,000 (“Base Salary”), retirement, health, welfare and other fringe benefits comparable to those of other employees of Delta. The Consulting Agreement further provides that the Board will nominate Mr. Skiadas for reelection to the Board at the Company’s next annual meeting of stockholders.

Mr. Skiadas will continue to receive the Base Salary until the earlier of (i) six months from the Termination Date (without regard to any mutually agreed extension of the Termination Date) and (ii) August 31, 2025, which payment shall be in lieu of any severance pay otherwise payable to Mr. Skiadas pursuant to prior agreements between Mr. Skiadas, the Company and Delta. Mr. Skiadas will receive full COBRA premium for health, dental, and vision benefits (if any) from the Termination Date until the earlier of (y) six months from the Termination Date and (z) December 31, 2025, contingent upon Mr. Skiadas’ execution of a release agreement. Mr. Skiadas will be entitled to retain, and receive the title to, his Company automobile upon termination of the Consulting Agreement.

The description of the Consulting Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Consulting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 7.01 Regulation FD Disclosure

Stifel Financial Corp. Transportation & Logistics Conference

On January 30, 2025, the Company announced that Rick O’Dell, Chairman and Chief Executive Officer, Amy Rice, President and Chief Operating Officer, and Brad Wright, Chief Financial Officer will attend the Stifel Financial Corp. Transportation & Logistics Conference on February 12, 2025. During this conference, Messrs. O’Dell and Wright and Ms. Rice expect to participate in a series of meetings with members of the investment community. The materials used during the meetings will be posted to the Company’s website that day at proficientautologistics.com under “Investor Relations - Investor Presentations.”

Preliminary Unaudited Financial and Operating Results and Conference Call

On January 30, 2025, the Company also announced that it will issue its preliminary unaudited operating and financial results for the three months ended December 31, 2024 on Tuesday, February 11, 2025 at approximately 4:30 p.m. EST. The release will be followed by an investor conference call at 5:00 p.m. EST to discuss the results. The unaudited results discussed will be preliminary and subject to the completion of accounting and annual audit procedures and are therefore subject to adjustment.

The Company will host an investor conference call at 5:00 p.m. EST on Tuesday, February 11, 2025, to discuss its preliminary unaudited operating and financial results for the three months ended December 31, 2024. Investors are invited to join the conference call by registering through this link: https://register.vevent.com/register/BI401249a1b8524313bd9edbde5b076637; once registered, you will receive a dial-in and a unique pin to join the conference. You may also join the listen-only Webcast at: https://edge.media-server.com/mmc/p/kjwa67bo.

The information in this Item 7.01 and the attached Exhibit 99.1 are being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
10.1*		Consulting Agreement, dated January 26, 2025, by and among Proficient Auto Logistics, Inc., Delta Automotive Services, LLC (d/b/a Delta Transport), and John Skiadas
99.1		Press Release, dated January 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Information in this exhibit has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to possible or assume future results of our business, financial condition, results of operations, liquidity, plans and objectives. You can generally identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions that concern our expectations, strategy, plans or intentions. We have based these forward-looking statements largely on our current expectations and projections regarding future events and trends that we believe may affect our business, financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in our Registration Statement on Form S-1 (333-278629) (the “Registration Statement”), and elsewhere in the Registration Statement. Accordingly, you should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. Forward-looking statements contained in this Current Report on Form 8-K include, but are not limited to, the Company’s expectation regarding its fourth quarter and fiscal year 2024 operating and financial results and the economic conditions in the markets in which the Company operates.

The forward-looking statements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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Signature

Pursuant 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.

Date: January 30, 2025.

	Proficient Auto Logistics, Inc.

	By	/s/ Brad Wright
		Brad Wright Chief Financial Officer and Secretary

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Exhibit 10.1

CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS [*****], HAS BEEN OMITTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT PROFICIENT AUTO LOGISTICS, INC. TREATS AS PRIVATE OR CONFIDENTIAL.

January 21, 2025

Mr. John Skiadas

Dear John:

Per our recent discussions, we have mutually determined that it is in both the Company’s and your interests to move you into an advisory role to facilitate Delta Auto Transport’s (“Delta”) integration into Proficient Auto Logistics, Inc. (the “Company” or “PAL”), for a defined period of time, after which you will transition out of Delta and the Company to pursue outside opportunities.

The terms of your new position with the Company (this “Position”) are contained below and will amend, modify and supplement the Employment Agreement among you, Delta and the Company, dated as of December 21, 2023 (the “Initial Agreement”), as amended by that certain Offer Letter dated as of May 24, 2024 (the “Offer Letter”, together with the Initial Agreement, the “Employment Agreement”), as provided herein. Terms used but which are not defined herein, shall have the meaning ascribed to such terms in the Initial Agreement.

Title:	Advisor, Delta Auto Transport
Reporting Responsibility:	Amy Rice – President & COO
Annual Base Salary:	$250,000/year
Pay Schedule:	Bi-Weekly
Effective Date:	12/16/2024
Termination Date:	2/28/2025

12276 San Jose Blvd, Suite 426, Jacksonville, FL 32223

●

Responsibilities for this Position include:

Documenting an inventory of remaining prior responsibilities and working with the VP of Operations for the East region (“VPOE”) to ensure an orderly transition of those items.

Scheduling and attending a customer visit with [*****] to introduce the VPOE. In advance thereof, provide history of customer relationship, nature of business/contacts, any issues, etc. to VPOE.

Joint visits to primary Delta terminals with VPOE to facilitate knowledge transfer around location-specific operating parameters, make introductions to drivers and other staff, etc.

Support property-related workstreams to enable office trailer installation and consolidation of Delta and Tribeca resources.

Continue/complete relocation of personal equipment to maximize parking and shop capacity.

Initial meetings with VPOE to provide overview and history of company and staff, customer relationships, Delta’s approach to the market, etc. After initial sessions, make yourself available to meet and/or answer questions as needed within reasonable business hours.

Facilitate retention of staff and drivers through positive interactions that show support for the leadership transition and PAL’s future.

Aligned communication around your transition out, which balances your personal desire to run your other business interests and your support of Delta and PAL’s leaders to develop and retain talent, grow the business and continue a strong legacy, and in connection therewith, discontinue the delegation of other business and personal tasks to Company employees as a part of and in connection with their roles and responsibilities to the Company by the Termination Date.

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Other transitional needs, as identified and reasonably requested.

While it is not anticipated that these responsibilities will consume 40 hours per week, especially as the term elapses, it is expected that you will make yourself available to address these responsibilities up to a maximum of 40 hours per week.

●

The parties hereby agree that the Employment Period shall end on the Termination Date; provided, that the parties may mutually agree to extend the Termination Date of the Position by up to 90 days. Such extension, if any, shall be mutually agreed to by the Company and Advisor and documented in writing.

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Notwithstanding anything contained in the Employment Agreement (including Section 4(b) of the Initial Agreement), Advisor shall not be eligible to earn an Annual Bonus.

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Advisor shall be provided with retirement, health, welfare and other fringe benefits the same or comparable to the retirement, health, welfare and other fringe benefits for other employees of Delta.

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Advisor shall retain the use of one Company vehicle (2024 GMC Pickup Truck) during the term of this Position, which title shall be transferred to him personally upon termination of his employment with the Company, free and clear of any lien or encumbrance.

●

Advisor shall be nominated by the Company’s Nominating Committee for re-election to the Company’s Board of Directors at the next stockholder meeting where directors in the Advisor’s class are standing for election.

●

Effective as of the Effective Date, Advisor hereby resigns from the officer role as the President of Delta Automotive Services, LLC dba Delta Auto Transport but only in Advisor’s position as an officer of Delta, without any effect as to Advisor’s employment status with the Company.

●

After the Termination Date, Advisor will be permitted to keep his two (2) Apple iPhone devices owned by the Company and the laptop computer issued to him by the Company.

●

Advisor will be permitted to port his telephone numbers (908-334-3175 and 908-635-2606) to his own personal phone plan and the Company will take commercially reasonable steps to authorize or approve such transfer; provided, that the Company shall not be responsible for any fees and expenses incurred in connection with such telephone numbers, including in connection with any cell phone plan associated with such telephone numbers, after the Termination Date.

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Upon termination of the Position with the Company:

●

The Company shall continue to pay Advisor his Base Salary until the earlier of (i) six months from the Termination Date (without regard to any mutually agreed extension of the Termination Date) and (ii) August 31, 2025, in each case at the rate of $250,000 per year, which payment shall be in lieu of any Severance Pay otherwise payable to Advisor under and pursuant to the Employment Agreement (including under Section 5 of the Initial Agreement); provided, that such Severance Pay remains contingent upon Advisor executing a severance agreement, as described in further detail in Section 5(c) of the Initial Agreement, in the form attached hereto as Exhibit A (the “Severance Agreement”), and Advisor’s reasonable cooperation with the Company on legal and business matters upon the Company’s reasonable request for the duration of the Severance Pay, which requests shall be made only when reasonably necessary and for which the Company will reimburse Advisor for necessary out-of-pocket expenses associated with such requests; provided, further that Severance Pay shall not be payable during any extension of Advisor’s employment with the Company.

●

The Company shall pay the full COBRA premium for Advisor’s health, dental, and vision benefits (if any) from the date of termination until the earlier of (i) six months from the Termination Date and (ii) December 31, 2025; provided, that the foregoing remains contingent upon Advisor executing the Severance Agreement.

This modification of Position, Compensation, Term of Employment and Termination Date (“Modification”) represents the complete understanding between you and the Company. Except as expressly amended by this Modification, all the other terms and provisions of the Employment Agreement shall remain in full force and effect and this Modification does not supersede any of such agreements; provided, however, to the extent that this Modification conflicts with a provision of the Employment Agreement, this Modification shall control. For the avoidance of doubt, the restrictive covenants set forth in Sections 6 and 11 of the Initial Agreement, and related enforcement provisions, along with the Confidentiality, Non-Disclosure Agreement and Intellectual Property Agreement, entered into by and between Advisor and the Company, dated as of May 24, 2024, shall remain in full force and effect. No other promises or agreements shall be binding unless in writing and signed by both parties.

Please note that your employment with the Company will continue to be “at will” and either you or the Company may terminate your employment at any time; provided, however, that if the Company terminates Advisor’s employment prior to the Termination Date, Advisor will be entitled to the Severance Pay.

John, we appreciate your contributions to the success of Proficient Auto Logistics. Please do not hesitate to contact us with any questions that you may have.

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Sincerely,

/s/ Amy Rice
Amy Rice
President & COO of Proficient Auto Logistics, Inc.

/s/ Rick O’Dell
Rick O’Dell
Vice President of Delta Automotive Services, LLC (d/b/a Delta Transport)

Acknowledgement of Receipt and Acceptance of this Offer:

BY:	/s/ John Skiadas		Date:	January 26, 2025
	John Skiadas

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Exhibit 99.1

PROFICIENT AUTO LOGISTICS announces PARTICIPATION in Stifel Transportation & Logistics Conference

sets date to report Preliminary Fourth Quarter 2024 financial results

JACKSONVILLE, FLORIDA – January 30, 2025 — Proficient Auto Logistics, Inc. (NASDAQ: PAL) (the “Company”) today announced that Rick O’Dell, Chairman and Chief Executive Officer, Amy Rice, President and Chief Operating Officer, and Brad Wright, Chief Financial Officer will attend the Stifel Financial Corp. Transportation & Logistics Conference on February 12, 2025. During this conference, Messrs. O’Dell and Wright and Ms. Rice expect to participate in a series of meetings with members of the investment community. The materials used during the meetings will be posted to the Company’s website that day at proficientautologistics.com under “Investor Relations - Investor Presentations.”

Conference Call

About Proficient Auto Logistics

We are a leading specialized freight company focused on providing auto transportation and logistics services. Through the combination of six industry-leading operating companies in 2024, we operate one of the largest auto transportation fleets in North America. We offer a broad range of auto transportation and logistics services, primarily focused on transporting finished vehicles from automotive production facilities, marine ports of entry, or regional rail yards to auto dealerships around the country.

Investor Relations:

Brad Wright

Chief Financial Officer and Secretary

Phone: 904-506-4317

email: Investor.relations@proficientautologistics.com

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to possible or assume future results of our business, financial condition, results of operations, liquidity, plans and objectives. You can generally identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions that concern our expectations, strategy, plans or intentions. We have based these forward-looking statements largely on our current expectations and projections regarding future events and trends that we believe may affect our business, financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in our Registration Statement on Form S-1 (333-278629) (the “Registration Statement”), and elsewhere in the Registration Statement. Accordingly, you should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, the Company’s expectation regarding its fourth quarter and fiscal year 2024 operating and financial results and the economic conditions in the markets in which the Company operates.

The forward-looking statements made in this press release relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.