Transportation and Logistics Systems (NASDAQ: TLSS) adds $75K note

Rhea-AI Filing Summary

Transportation and Logistics Systems, Inc. entered into an unsecured, non-convertible promissory note for $75,000 with C/M Capital Master Fund, LP on January 9, 2026. The note bears interest at 10% per year and matures six months after issuance. The company plans to use the funds mainly to pay costs for preparing and filing a Form S-1 registration statement, making required SEC and OTC Expert Market filings, handling tax and good-standing matters with taxing authorities, transfer agent costs, and routine litigation and other legal fees in the ordinary course of business.

The note may be repaid at or before maturity with the lender’s agreement and includes customary default provisions. If the company fails to cure an event of default within 30 days after notice, a default penalty of 5% per month is added on top of the 10% interest on the entire outstanding balance, and the lender can accelerate all amounts due and pursue recovery actions.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 13, 2026 (January 9, 2026)

Transportation and Logistics Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada		001-34970		26-3106763
(State or other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

110 Chestnut Ridge Road

Montvale, New Jersey 07645

(Address of Principal Executive Offices) (Zip Code)

(833) 764-1443

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

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

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

☐ 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))

☐ 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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Promissory Note

On January 9, 2026, Transportation and Logistics Systems, Inc. (the “Company”, “we”, “us” or “our”) entered into an unsecured non-convertible promissory note (the “Note”) in the principal amount of $75,000, with interest at the rate of 10% per annum accruing and due at maturity six months following the issuance date, with C/M Capital Master Fund, LP (the “Lender”) for the primary purpose of funding a portion of the costs related to: (i) the preparation and filing of the Company’s Registration Statement on Form S-1 to register the resale of shares of common stock, par value $0.001 per share, issuable upon conversion of certain shares of the Company’s Series J Senior Convertible Preferred Stock, par value $0.001; (ii) preparation and submission of any requisite filings with the Securities and Exchange Commission and the OTC Expert Market; (iii) such tax-related and other activities as may be necessary or legally required from time to time to restore the Company to good standing with requisite taxing authorities; (iv) transfer agent costs, and (v) fees for routine litigation matters and other legal fees in the ordinary course of business.

The Company may repay the Note upon maturity or prior to maturity with the mutual agreement of the Lender. The Note also contains customary events of default, which include, without limitation, failure to pay principal, interest or other charges in respect of the Note when due at maturity or otherwise, failure to satisfy any covenant in the Note or other agreements between the Company and the Lender or any other creditor, breach of representations and warranties set forth in the Note or any transaction document executed contemporaneously with the Note, and certain judgment defaults, events of bankruptcy or insolvency of the Company. Upon the occurrence of such an event of default under the Note, the Lender has the right to demand repayment of the Note in full upon five (5) business days’ notice to the Company. In the event that full payment is not made upon the expiry of a thirty (30) day period, a default penalty equal to 5.0% per month during the period of default in excess of the 10% interest rate will apply to the entire amount of the Note outstanding, including any accrued but unpaid interest. The Lender may then, at its sole discretion, declare the entire then-outstanding principal amount of the Note and any accrued but unpaid interest due thereunder immediately due and payable, in which event the Lender may, at its sole discretion, take any action it deems necessary to recover amounts due under the Note.

Concurrently with the issuance of the Note, the Company also entered into a letter agreement of even date (the “Letter Agreement”) with the Lender setting forth, among other items, the intended use of proceeds of the Note as described above.

The Note and the Letter Agreement are on the same form as those previously entered into with the Lender.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 hereof with respect to the Note is incorporated herein by reference.

Item 9.01 Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Promissory Note, dated as of January 9, 2026, between the Company, as borrower, and C/M Capital Master Fund, LP., as lender.
10.2		Letter Agreement, dated as of January 9, 2026, between the Company and C/M Capital Master Fund, LP.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 13, 2026

	Transportation and Logistics Systems, Inc.
	By:	/s/ Sebastian Giordano
		Sebastian Giordano
		Chief Executive Officer, Chief Financial Officer and Treasurer

FAQ

What did TLSS disclose in its latest 8-K filing?

Transportation and Logistics Systems, Inc. disclosed that it entered into an unsecured, non-convertible promissory note for $75,000 with C/M Capital Master Fund, LP, bearing 10% annual interest and maturing six months after the January 9, 2026 issuance date.

How much is the new TLSS promissory note and what are its key terms?

The new promissory note has a principal amount of $75,000, carries a 10% per annum interest rate, is unsecured and non-convertible, and is due six months from its issuance date. It may be repaid at or before maturity with the lender’s agreement and includes customary default and acceleration provisions.

What is the intended use of proceeds from the TLSS $75,000 note?

TLSS intends to use the proceeds primarily to fund preparation and filing of a Form S-1 registration statement, related SEC and OTC Expert Market filings, tax and other activities needed to restore good standing with taxing authorities, transfer agent costs, and fees for routine litigation and other legal work in the ordinary course of business.

Who is the lender on the TLSS promissory note disclosed in the 8-K?

The lender on the promissory note is C/M Capital Master Fund, LP, which entered into the $75,000 unsecured, non-convertible note with TLSS on January 9, 2026.

What happens if TLSS defaults on the $75,000 promissory note?

If TLSS triggers an event of default and does not make full payment within 30 days after the lender’s demand, a default penalty of 5% per month is added on top of the 10% interest on the entire outstanding amount, and the lender may declare all principal and accrued interest immediately due and take actions to recover amounts owed.

Is the TLSS promissory note convertible into equity?

No. The note is explicitly described as an unsecured, non-convertible promissory note, so it does not provide for conversion into TLSS common or preferred stock.