[8-K] Transportation & Logistics Systems, Inc. Reports Material Event

Rhea-AI Filing Summary

Transportation & Logistics Systems, Inc. entered into a settlement agreement to resolve a promissory note issued on August 27, 2025 with an original principal of $50,000. The creditor agreed to settle aggregate outstanding liabilities of $50,273.970, including accrued interest, in exchange for 503 shares of the company’s Series J Senior Convertible Preferred Stock (par value $0.001).

The settlement was conditioned on certain preferred-stock exchanges—holders of at least 50% of Series E and Series G outstanding shares exchanging into Series J—which condition was satisfied, along with the company’s representations and warranties and the Common Stock not being suspended from trading.

Positive

• $50,273.970 of outstanding liabilities were settled, extinguishing the specified promissory obligation
• Settlement converted debt into 503 shares of Series J Senior Convertible Preferred Stock rather than requiring cash payment

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A small creditor claim was converted into Series J preferred shares after requisite preferred-stock exchanges were completed.

The filing documents a debt-for-equity settlement that resolves a specific promissory obligation of $50,273.970 by issuing 503 Series J preferred shares. The transaction required coordinated exchanges among existing preferred holders and included standard conditions focused on representations, warranties, and market suspension status. This is a targeted capital-structure action affecting holders of convertible preferred series rather than a broad recapitalization.

Financial Analyst

TL;DR: The company reduced an outstanding liability by converting it into a small block of Series J preferred stock.

The agreement settles a single promissory note originally for $50,000 and an aggregate outstanding balance of $50,273.970 through issuance of 503 Series J preferred shares. From a financial perspective this extinguishes the specified liability and replaces it with preferred equity obligations; the filing does not disclose terms such as conversion rates to common stock or potential economic impact on broader capitalization.

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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): September 19, 2025 (September 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.)

5500 Military Trail, Suite 22-357

Jupiter, Florida 33458

(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.

On September 15, 2025, Transportation and Logistics Systems, Inc. (the “Company”, “we”, “us” or “our”) entered into a settlement agreement (the “Settlement Agreement”) with a certain holder (the “Creditor”) of a promissory note issued by the Company on August 27, 2025 in the original principal amount of $50,000 (the “Outstanding Liabilities”). Pursuant to the Settlement Agreement, the Creditor agreed to settle an aggregate of $50,273.970 in Outstanding Liabilities, which includes accrued and unpaid interest, in exchange for the issuance of 503 shares of the Company’s Series J Senior Convertible Preferred Stock, par value $0.001 per share (the “Series J Preferred Stock”). The Creditor obligation to settle its liabilities is conditioned on the holders of at least 50% of the outstanding shares of each of the Company’s Series E Convertible Preferred Stock, par value $0.001 per share, and Series G Convertible Preferred Stock, par value $0.001 per share, having been exchanged for Series J Preferred Stock, which condition has been satisfied, 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.

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 form of Settlement Agreement, and such description is qualified in its entirety by reference to the form of 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 Current Report on Form 8-K is incorporated by reference herein. The shares of Series J Preferred Stock being issued pursuant to the Settlement Agreements 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 9.01 Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Settlement Agreement (Outstanding Liabilities).
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: September 19, 2025

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

FAQ

What amount of debt did TLSS settle and how?

The company settled aggregate outstanding liabilities of $50,273.970 by issuing 503 shares of Series J Senior Convertible Preferred Stock.

When was the original promissory note issued for the settled obligation?

The promissory note was issued on August 27, 2025 with an original principal amount of $50,000.

Were there conditions required for the settlement to occur?

Yes. The settlement required holders of at least 50% of Series E and Series G outstanding shares to exchange into Series J, the company’s representations and warranties to be materially true, and the Common Stock not to be suspended from trading; the exchange condition was satisfied.

How many Series J shares were issued in the settlement?

503 shares of Series J Senior Convertible Preferred Stock were issued to the creditor.

Does the filing disclose conversion terms of the Series J preferred stock?

The provided content does not disclose the conversion rate, economic terms, or potential conversion to Common Stock.