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~~January 1713, ~~2025~~2026 (~~December~~January 159, ~~2025~~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))

☐	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.

InPromissory 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.Note

~~The~~On ~~Settlement~~January ~~Agreement~~9, ~~contains~~2026, ~~customary~~Transportation ~~representations~~ and ~~warranties~~Logistics ofSystems, ~~the parties~~Inc. ~~The~~(the ~~representations~~“Company”, ~~warranties~~“we”, ~~and covenants~~“us” ~~contained~~or “our”) entered into an unsecured non-convertible promissory note (the “Note”) in the ~~Settlement~~principal amount ~~Agreement~~of ~~were~~$75,000, ~~made~~with ~~only~~interest ~~for~~at ~~purposes~~the rate of ~~such~~10% ~~agreement~~per annum accruing and asdue ofat amaturity ~~specific~~six months following the issuance date, ~~were~~with C/M ~~solely~~Capital Master Fund, LP (the “Lender”) for the ~~benefit~~primary purpose of funding a portion of the costs related to: (i) the preparation and filing of the ~~parties~~Company’s Registration Statement on Form S-1 to register the resale of shares of common stock, par value $0.001 per share, issuable upon conversion of certain shares of the Company’s Series J Senior Convertible Preferred Stock, par value $0.001; (ii) preparation and submission of any requisite filings with the Securities and Exchange Commission and the OTC Expert Market; (iii) such ~~agreement~~tax-related and other activities as may be ~~subject~~necessary or legally required from time to ~~limitations~~time ~~agreed~~to ~~upon~~restore bythe Company to good standing with requisite taxing authorities; (iv) transfer agent costs, and (v) fees for routine litigation matters and other legal fees in the ~~contracting~~ordinary ~~parties~~course of business.

The ~~foregoing~~Company ~~does~~may ~~not~~repay ~~purport~~the Note upon maturity or prior to bematurity awith ~~complete~~the ~~description~~mutual agreement of the ~~Settlement~~Lender. ~~Agreement~~The Note also contains customary events of default, ~~and~~which ~~such~~include, ~~description~~without islimitation, ~~qualified~~failure to pay principal, interest or other charges in ~~its~~respect ~~entirety~~of the Note when bydue ~~reference~~at maturity or otherwise, failure to satisfy any covenant in the ~~Settlement~~Note ~~Agreement~~or other agreements between the Company and the Lender or any other creditor, ~~which~~breach isof ~~attached~~representations asand ~~Exhibit~~warranties 10set 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.1 Upon the occurrence of such an event of default under the Note, the Lender has the right to ~~this~~demand ~~Current~~repayment ~~Report~~of onthe ~~Form~~Note ~~8-K~~in full upon five (~~this~~5) ~~“Form~~business ~~8-K”~~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 isany ~~incorporated~~accrued bybut ~~reference~~unpaid ~~herein~~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.

~~Item~~Concurrently ~~3.02.~~with ~~Unregistered~~the ~~Sales~~issuance of ~~Equity~~the ~~Securities~~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 ~~disclosure~~Note ~~set~~and ~~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~~Letter Agreement ~~were, and the shares of the Company’s common stock, par value $0.001 per share, that~~ are ~~issuable~~on ~~upon conversion of~~ the ~~Series~~same Jform ~~Stock~~as ~~will~~those ~~be,~~previously ~~issued~~entered ininto ~~reliance~~with ~~upon~~ the ~~exemption from registration provided in Section 3(a)(9) of the Securities Act of 1933, as amended~~Lender.

Item 52.0203. ~~Departure~~Creation of ~~Directors~~a orDirect ~~Certain~~Financial ~~Officers;~~Obligation ~~Election~~or ofan ~~Directors;~~Obligation ~~Appointment~~under ofan ~~Certain~~Off ~~Officers;~~Balance ~~Compensatory~~Sheet ~~Arrangements~~Arrangement of ~~Certain~~ ~~Officers~~a Registrant.

The ~~disclosure~~information set forth ~~above~~ in Item 1.01 ofhereof ~~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.~~respect ~~Giordano, pursuant~~ to ~~which Mr. Giordano agreed to continue to act as~~ the ~~Chairman,~~Note ~~Chief~~is ~~Executive~~incorporated ~~Officer~~herein 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 Mrreference. ~~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~~Form ~~Agreement~~of Promissory Note, dated as of ~~December~~January 159, ~~2025~~2026, bybetween the Company, as borrower, and ~~between~~C/M ~~Transportation~~Capital ~~Logistics~~Master ~~Systems~~Fund, ~~Inc~~LP., ~~and~~as ~~Sebastian Giordano~~lender.
10.2+		Retention Agreement, dated as of December 15, 2025, by and between Transportation Logistics Systems, Inc. and Sebastian Giordano.
10.2		Letter Agreement, dated as of January 9, 2026, between the Company and C/M Capital Master Fund, LP.
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~~January 1713, ~~2025~~2026

	Transportation and Logistics Systems, Inc.

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

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