TLSS takes $100,000 6-month promissory note

Q: What are the key terms of TLSS’s new $100,000 promissory note?

The note has principal of $100,000, 10% per annum interest, and matures six months after the April 24, 2026 issuance date. It is unsecured, non-convertible, can be prepaid without penalty on three business days’ notice, and includes customary events of default and acceleration rights.

Q: How will Transportation and Logistics Systems use the $100,000 note proceeds?

The proceeds are primarily earmarked to fund SEC and OTC filings, tax and other activities to restore the company to good standing, transfer agent costs, and fees for routine litigation matters conducted in the ordinary course of business, according to the letter agreement with the lender.

Q: What happens if TLSS defaults on the new promissory note?

If TLSS defaults and does not pay within 30 days after a demand made on five business days’ notice, a 5.0% per month default penalty applies on the full outstanding amount, in addition to the 10% interest. The lender may then accelerate all principal and accrued interest immediately.

Q: Who is the lender under TLSS’s April 24, 2026 promissory note?

The lender is C/M Capital Master Fund, LP, which advanced $100,000 in gross proceeds to Transportation and Logistics Systems on April 24, 2026. The parties also signed a letter agreement the same day outlining the intended use of proceeds and other related understandings.

Transportation and Logistics Systems, Inc. entered into an unsecured, non-convertible promissory note for $100,000 with C/M Capital Master Fund, LP on April 24, 2026.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

Transportation and Logistics Systems, Inc. entered into an unsecured, non-convertible promissory note for $100,000 with C/M Capital Master Fund, LP on April 24, 2026. The note bears 10% annual interest and matures six months after issuance.

The company received $100,000 in gross proceeds, primarily to fund SEC and OTC filings, tax and compliance work to restore good standing, transfer agent costs, and routine litigation fees. The note can be prepaid at any time with three business days’ notice and no penalty.

The agreement includes customary events of default. If a default is not cured within 30 days after the lender demands repayment on five business days’ notice, a 5.0% per month default penalty applies on the entire outstanding balance in addition to the 10% interest, and the lender may accelerate all amounts due.

Insights

TLSS adds a small, high-cost bridge loan to fund compliance needs.

Transportation and Logistics Systems has taken on a $100,000 unsecured, non-convertible note at 10% interest for six months. Proceeds are earmarked for SEC and OTC filings, tax and compliance work to restore good standing, transfer agent fees, and routine litigation expenses.

The note is prepayable without penalty on three business days’ notice, giving some flexibility. However, default terms are strict: after a demand and a 30-day cure period, a 5.0% per month default charge is added on top of the 10% rate, and the lender may accelerate repayment.

This structure resembles short-term bridge financing targeted at regulatory and administrative obligations rather than growth initiatives. Actual impact will depend on the company’s ability to meet interest and principal at or before the six-month maturity date using available cash resources.

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, or exhibit attachments filed with this report.

Key Figures

Promissory note principal: $100,000 Interest rate: 10% per annum Maturity: Six months after issuance +5 more

8 metrics

Promissory note principal $100,000 Unsecured non-convertible note entered April 24, 2026

Interest rate 10% per annum Accruing and due at six-month maturity

Maturity Six months after issuance Issuance date April 24, 2026

Default penalty rate 5.0% per month Applies after 30 days in default, on entire outstanding amount

Gross proceeds received $100,000 Advanced by lender on April 24, 2026

Prepayment notice period 3 business days Required written notice to prepay without penalty

Demand notice before default 5 business days Lender notice before demanding full repayment

Default cure period 30 days After demand before default penalty applies

Key Terms

Material Definitive Agreement, Promissory Note, events of default, Emerging growth company, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Promissory Note financial

"entered into an unsecured non-convertible promissory note (the “Note”)"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

events of default financial

"The Note also contains customary events of default, which include, without limitation"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

off balance sheet arrangement regulatory

"an Obligation under an Off Balance Sheet Arrangement of a Registrant."

Letter Agreement financial

"entered into a letter agreement of even date (the “Letter Agreement”) with the Lender"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Transportation and Logistics Systems (TLSS) disclose in this 8-K?

Transportation and Logistics Systems disclosed a new unsecured, non-convertible promissory note for $100,000 with C/M Capital Master Fund, LP. The short-term loan funds regulatory filings, tax and compliance work, transfer agent costs, and routine litigation expenses, and carries 10% annual interest over six months.

What are the key terms of TLSS’s new $100,000 promissory note?

The note has principal of $100,000, 10% per annum interest, and matures six months after the April 24, 2026 issuance date. It is unsecured, non-convertible, can be prepaid without penalty on three business days’ notice, and includes customary events of default and acceleration rights.

How will Transportation and Logistics Systems use the $100,000 note proceeds?

The proceeds are primarily earmarked to fund SEC and OTC filings, tax and other activities to restore the company to good standing, transfer agent costs, and fees for routine litigation matters conducted in the ordinary course of business, according to the letter agreement with the lender.

What happens if TLSS defaults on the new promissory note?

If TLSS defaults and does not pay within 30 days after a demand made on five business days’ notice, a 5.0% per month default penalty applies on the full outstanding amount, in addition to the 10% interest. The lender may then accelerate all principal and accrued interest immediately.

Who is the lender under TLSS’s April 24, 2026 promissory note?

The lender is C/M Capital Master Fund, LP, which advanced $100,000 in gross proceeds to Transportation and Logistics Systems on April 24, 2026. The parties also signed a letter agreement the same day outlining the intended use of proceeds and other related understandings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/28/2026 - 04:58 PM EDT

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): April 28, 2026 (April 24, 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 April 24, 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 $100,000, 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”). The Note was funded on April 24, 2026, with the Lender advancing $100,000 in gross proceeds to the Company. The proceeds of the Note are to be used for the primary purpose of funding: (i) the preparation and submission of any requisite Company SEC and OTC filings; (ii) such tax-related and other activities as may be necessary or legally required from time to time to restore the Company to good standing from applicable tax and compliance perspectives; (iii) transfer agent costs; and (iv) fees for routine litigation matters in the ordinary course of business.

The Note may be prepaid in whole or in part at any time and from time to time upon three (3) prior business days’ written notice, without penalty. The Company may also repay the Note upon maturity or at such time as the Company and the Lender may agree to effect repayment. 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 April 24, 2026, between the Company, as borrower, and C/M Capital Master Fund, LP., as lender.
10.2		Letter Agreement, dated as of April 24, 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: April 28, 2026

	Transportation and Logistics Systems, Inc.

	By:	/s/ Sebastian Giordano
		Sebastian Giordano
		Chief Executive Officer, Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

13 documents

TLSS takes $100,000 6-month promissory note

Rhea-AI Filing Summary