false
0001463208
0001463208
2026-07-21
2026-07-21
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): July 21, 2026 (July 16, 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.
Amended
and Restated Promissory Note
On
July 16, 2026, Transportation and Logistics Systems, Inc. (the “Company”, “we”, “us”
or “our”) entered into an amended and restated unsecured non-convertible promissory note (the “Note”)
in the principal amount of $50,000, with interest at the rate of 10% per annum accruing and due at maturity on September 30, 2026, with
C/M Capital Master Fund, LP (the “Lender”). The Note amends and restates the unsecured non-convertible promissory
note previously issued by the Company to the Lender on August 25, 2025 in the principal amount of $50,000, which the Lender advanced
to the Company at that time. 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 amendment and restatement of the Note, the Company also entered into an amended and restated letter agreement, dated July 17,
2026 (the “Letter Agreement”), with the Lender, which amends and restates the letter agreement previously entered
into between the Company and the Lender. The Letter Agreement sets forth, among other items, the intended use of proceeds of the Note
as described above, confirms that the Note is in parity with the other outstanding note issued by the Company to the Lender, and extends
the maturity date of the Note to September 30, 2026.
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 |
|
Amended and Restated Promissory Note, dated as of July 16, 2026, between the Company, as borrower, and C/M Capital Master Fund, LP., as lender. |
| 10.2 |
|
Amended and Restated Letter Agreement, dated as of July 17, 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:
July 21, 2026
| |
Transportation
and Logistics Systems, Inc. |
| |
|
|
| |
By: |
/s/
Sebastian Giordano |
| |
|
Sebastian
Giordano |
| |
|
Chief
Executive Officer, Chief Financial Officer and Treasurer |
