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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): October 2, 2026
Transportation
and Logistics Systems, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-34970 |
|
26-3106763 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
110
Chestnut Ridge Road, Suite 444
Montvale,
New Jersey 07645
(Address
of Principal Executive Offices)
(833)
764-1443
(Issuer’s
telephone number)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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)) |
Securities
registered pursuant to Section 12(b) of the Act: None.
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
3.03 Material Modification to Rights of Security Holders.
As
previously reported in the Current Report on Form 8-K filed by Transportation and Logistics Systems, Inc. (OTCID: TLSS) (the “Company”),
a publicly traded holding company, with the Securities and Exchange Commission on August 12, 2026, at a special meeting of the stockholders
of the Company held on August 11, 2026, the stockholders of the Company approved an amendment to the Company’s Amended and Restated
Articles of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of common
stock at a ratio of 5,000-for-1 (the “Reverse Stock Split”).
On
September 18, 2026, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada providing for the Reverse
Stock Split (the “Certificate of Change”) and the Reverse Stock Split became effective on October 2, 2026 (the “Effective
Date”).
Effects
of the Reverse Stock Split
Effective
Date; Symbol; CUSIP Number. The Reverse Stock Split became effective on the Effective Date. The common
stock will begin trading on a split-adjusted basis on the OTC Markets under the existing trading symbol “TLSS” once The Depository
Trust Company (“DTC”) completes processing of the rounding up of fractional shares at the beneficial owner level. The CUSIP
number for the common stock will change to 89388L207.
Split
Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of common stock held by each stockholder automatically
converted into the number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held
by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) five thousand (5,000). No fractional shares were issued
in connection with the Reverse Stock Split, and no cash or other consideration was paid in lieu of fractional shares. Instead, the Company
issued one whole share of post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share
as a result of the Reverse Stock Split.
Non-Certificated
Shares; Certificated Shares. Equiniti Trust Company, LLC is acting as the transfer and exchange agent for the Reverse Stock Split.
Registered stockholders are not required to take any action to receive post-Reverse Stock Split shares. Stockholders who hold their shares
in electronic form at brokerage firms also do not need to take any action, as the effect of the Reverse Stock Split will automatically
be reflected in their brokerage accounts.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. A copy of the
Certificate of Change is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Change of Transportation and Logistics Systems, Inc. filed with the Secretary of State of the State of Nevada on September 18, 2026 |
| 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.
| Dated:
October 8, 2026 |
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. |
| |
|
|
| |
By: |
/s/
Sebastian Giordano |
| |
Name:
|
Sebastian
Giordano |
| |
Title: |
Chief
Executive Officer |
