Transportation and Logistics Systems (TLSS) inks CEO settlement and bonus deal

Rhea-AI Filing Summary

Transportation and Logistics Systems agreed on December 15, 2025 to settle $1,400,711.62 of outstanding liabilities owed to Chairman and CEO Sebastian Giordano by issuing 10,007 shares of its Series J Senior Convertible Preferred Stock.

The company also entered into a Retention Agreement under which Mr. Giordano will continue as Chairman, Chief Executive Officer and Chief Financial Officer and may earn up to $500,000 in cash bonuses, including $250,000 upon closing a financing that raises at least $1,000,000 in gross proceeds and an additional $250,000 upon a financing that raises at least $2,500,000. The preferred shares and any common stock issuable upon conversion are being issued without SEC registration in reliance on Section 3(a)(9) of the Securities Act, and the parties plan to negotiate a new employment agreement for services on or after January 1, 2026 within 60 days of December 15, 2025.

Insights

Corporate finance and governance analyst

TLSS converts CEO liabilities into preferred stock and adds financing-linked bonuses without clearly altering the company’s overall outlook.

Transportation and Logistics Systems is settling $1,400,711.62 of outstanding liabilities owed to Sebastian Giordano by issuing 10,007 shares of Series J Senior Convertible Preferred Stock. This shifts what the company owed him into a security that can convert into common shares under its terms, aligning his position more with equity holders rather than creditors.

The Retention Agreement keeps Mr. Giordano in the roles of Chairman, Chief Executive Officer and Chief Financial Officer, with potential cash bonuses of up to $500,000. He is entitled to $250,000 if the company closes a financing raising at least $1,000,000 in gross proceeds and another $250,000 upon a financing of at least $2,500,000. These incentives link his compensation to successful capital raising while requiring his participation in the liability settlement.

The issuance relies on the Section 3(a)(9) exemption, meaning the preferred shares and any common stock on conversion are being exchanged with an existing holder rather than sold in a public offering. The parties also intend to negotiate a new employment agreement for services on or after January 1, 2026 within 60 days of December 15, 2025, which may further refine his compensation and governance terms once finalized.

false 0001463208 0001463208 2025-12-17 2025-12-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): December 17, 2025 (December 15, 2025)

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.

In connection with the entry into the Retention Agreement (as defined below), on December 15, 2025, Transportation and Logistics Systems, Inc. (the “Company”, “we”, “us” or “our”) entered into a settlement agreement (the “Settlement Agreement”) with Sebastian Giordano, our Chairman, Chief Executive Officer and Chief Financial Officer, with respect to certain outstanding liabilities (the “Outstanding Liabilities”). Pursuant to the Settlement Agreement, Mr. Giordano agreed to settle an aggregate of $1,400,711.62 in Outstanding Liabilities in exchange for the issuance of an aggregate of 10,007 shares of the Company’s Series J Senior Convertible Preferred Stock, par value $0.001 per share (the “Series J Preferred Stock”). Mr. Giordano’s obligation to settle his liabilities was conditioned on the representations and warranties of the Company being true and correct in all material respects, and the Common Stock not being suspended from trading by any governmental authority, which conditions were satisfied on December 15, 2025.

The Settlement Agreement contains customary representations and warranties of the parties. The representations, warranties and covenants contained in the Settlement Agreement were made only for purposes of such agreement and as of a specific date, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The foregoing does not purport to be a complete description of the Settlement Agreement, and such description is qualified in its entirety by reference to the Settlement Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Form 8-K is incorporated by reference herein. The shares of Series J Preferred Stock issued pursuant to the Settlement Agreement were, and the shares of the Company’s common stock, par value $0.001 per share, that are issuable upon conversion of the Series J Stock will be, issued in reliance upon the exemption from registration provided in Section 3(a)(9) of the Securities Act of 1933, as amended.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure set forth above in Item 1.01 of this Form 8-K is incorporated by reference herein. On December 15, 2025, the Company entered into a Retention Agreement (the “Retention Agreement”) with Mr. Giordano, pursuant to which Mr. Giordano agreed to continue to act as the Chairman, Chief Executive Officer and Chief Financial Officer of the Company and the Company agreed to pay Mr. Giordano up to $500,000 in cash bonuses upon the occurrence of certain events and the satisfaction or waiver of certain conditions. Pursuant to the Retention Agreement, upon the closing of a qualified financing in which the Company raises at least $1,000,000 in gross proceeds, the Company will pay Mr. Giordano a $250,000 cash bonus, and upon the closing of a financing in which the Company raises at least $2,500,000 in gross proceeds, the Company will pay Mr. Giordano an additional $250,000 cash bonus. In order for Mr. Giordano to receive such payments, among other things, Mr. Giordano was required to enter into the Settlement Agreement. In addition, the Company and Mr. Giordano agreed to, within 60 days of December 15, 2025, negotiate in good faith and enter into a new employment agreement with respect to services performed by Mr. Giordano for the Company on or after January 1, 2026.

The covenants contained in the Retention Agreement were made only for purposes of such agreement, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The foregoing does not purport to be a complete description of the Retention Agreement, and such description is qualified in its entirety by reference to the Retention Agreement, which is attached as Exhibit 10.2 to this Form 8-K and is incorporated by reference herein.

Item 9.01 Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Settlement Agreement, dated as of December 15, 2025, by and between Transportation Logistics Systems, Inc. and Sebastian Giordano.
10.2+		Retention Agreement, dated as of December 15, 2025, by and between Transportation Logistics Systems, Inc. and Sebastian Giordano.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

+ Indicates a management contract or any compensatory plan, contract or arrangement.

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: December 17, 2025

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

FAQ

What liabilities did Transportation and Logistics Systems (TLSS) settle with its CEO?

TLSS agreed to settle $1,400,711.62 of outstanding liabilities owed to Chairman and CEO Sebastian Giordano by issuing 10,007 shares of Series J Senior Convertible Preferred Stock.

What type of securities did TLSS issue to Sebastian Giordano under the Settlement Agreement?

The company issued 10,007 shares of its Series J Senior Convertible Preferred Stock, which can be converted into common stock under its terms.

How much can Sebastian Giordano earn under the TLSS Retention Agreement?

Under the Retention Agreement, Mr. Giordano may receive up to $500,000 in cash bonuses tied to future capital-raising transactions.

What financing milestones trigger bonuses for the TLSS CEO?

Mr. Giordano earns a $250,000 bonus if TLSS closes a financing raising at least $1,000,000 in gross proceeds and another $250,000 if it closes a financing raising at least $2,500,000.

Was the issuance of TLSS Series J Preferred Stock registered with the SEC?

No. The Series J Preferred Stock and the common shares issuable upon conversion are being issued in reliance on the Section 3(a)(9) exemption from registration under the Securities Act.

What future employment steps are planned for the TLSS CEO under this arrangement?

TLSS and Mr. Giordano agreed to negotiate in good faith and enter into a new employment agreement for services on or after January 1, 2026, within 60 days of December 15, 2025.