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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): October 27, 2026 (October 22, 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, Suite 444
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.
Extension
of Existing Promissory Notes
As
previously disclosed in its Current Reports on Form 8-K filed on January 13, 2026 and April 28, 2026, Transportation and Logistics Systems,
Inc. (the “Company”, “we”, “us” or “our”) issued unsecured non-convertible promissory
notes to C/M Capital Master Fund, LP (“C/M”) on January 9, 2026 and April 24, 2026, in the principal amounts of $75,000 and
$100,000, respectively (the “Existing Notes”). On October 22, 2026, the Company entered into a letter agreement with C/M
(the “Extension Agreement”) extending the maturity date for the outstanding principal and interest of both Existing Notes
to December 31, 2026. All other terms and conditions of the Existing Notes remain unchanged.
Promissory
Note
On
October 23, 2026, the Company issued an unsecured non-convertible promissory note (the “Note”) in the principal amount of
$50,000 to Mercer Street Global Opportunity Fund LLC (the “Lender”), an existing preferred stockholder of the Company. The
Note was funded on October 23, 2026, with the Lender advancing $50,000 in gross proceeds to the Company. The Note bears simple interest
at the rate of 10% per annum, with principal and accrued interest payable in cash on December 31, 2026.
The
Note may be prepaid in whole or in part upon three (3) prior business days’ written notice, without penalty. The Note contains
events of default, including payment defaults under the Note or other notes, breaches of covenants or agreements with the Lender or other
creditors, breaches of representations and warranties, and certain bankruptcy or insolvency events. Upon an event of default, the Lender
may demand repayment in full upon five (5) business days’ notice. If full payment is not made upon the expiry of a thirty (30)
day period, an additional default penalty of 5.0% per month applies to the outstanding amount, including accrued but unpaid interest,
and the Lender may declare the outstanding principal and accrued interest immediately due and payable.
In
connection with the issuance of the Note, the Company entered into a letter agreement, dated October 22, 2026 (the “Letter Agreement”),
with the Lender. The Letter Agreement provides that the proceeds shall be used solely for: (i) preparation and submission of requisite
Company SEC and OTC filings; (ii) tax-related and other activities necessary or legally required 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 also specifies auditor, financial printer, transfer agent and accounting costs as its purpose. The Letter
Agreement further provides that the Note ranks in parity with the Existing Notes.
The
foregoing descriptions of the Extension Agreement, the Note and the Letter Agreement do not purport to be complete and are qualified
in their entirety by reference to the full text of such documents, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to
this Current Report on Form 8-K and are incorporated herein by reference.
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 |
|
Letter Agreement, dated as of October 22, 2026, between the Company and C/M Capital Master Fund, LP, extending the maturity dates of the January 9, 2026 and April 24, 2026 promissory notes. |
| 10.2 |
|
Promissory Note, dated as of October 23, 2026, issued by the Company to Mercer Street Global Opportunity Fund LLC. |
| 10.3 |
|
Letter Agreement, dated as of October 22, 2026, between the Company and Mercer Street Global Opportunity Fund LLC, including Exhibit A thereto. |
| 10.4
|
|
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:
October 27, 2026
| |
Transportation
and Logistics Systems, Inc. |
| |
|
|
| |
By: |
/s/
Sebastian Giordano |
| |
|
Sebastian
Giordano |
| |
|
Chief
Executive Officer, Chief Financial Officer and Treasurer |
