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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 |
