Transportation & Logistics Systems, Inc. 8-K

What Happened

• On January 9, 2026, Transportation & Logistics Systems, Inc. announced it entered into an unsecured, non‑convertible promissory note for $75,000 with C/M Capital Master Fund, LP. The Note accrues interest at 10% per year and matures six months after issuance. The financing is intended primarily to fund preparation and filing of a Registration Statement on Form S‑1 (resale of shares issuable upon conversion of Series J preferred stock) and related SEC/OTC Expert Market, tax, transfer agent, and routine legal expenses. The Company also entered a contemporaneous letter agreement describing the intended use of proceeds.

Key Details

• Principal: $75,000; Interest: 10% per annum; Maturity: six months from issuance (note dated January 9, 2026).
• Use of proceeds: S‑1 preparation and filing, SEC and OTC Expert Market filings, tax-related work to restore good standing, transfer agent costs, and routine legal fees.
• Default terms: lender may demand repayment after a default with 5 business days’ notice; if not paid within 30 days, a 5.0% per month penalty (in addition to the 10% interest) applies and lender may accelerate and take actions to recover amounts due.
• Note and letter agreement are on the same form the Company previously used with this lender.

Why It Matters

• This is short‑term debt that increases the Company’s obligations by $75K and provides immediate funding to advance the S‑1 resale registration and related compliance work.
• The lender has acceleration and steep penalty rights on default, which could materially increase cash obligations if the Company cannot repay on time.
• For investors, the filing signals the Company is moving forward with registration/resale efforts for securities tied to Series J preferred stock and is relying on short‑term external financing to cover those costs.