UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~Earliest Event Reported): June 1, 2026

Date of Report (Date of earliest event reported): April 28, 2026 (April 24, 2026)

Transportation and Logistics Systems, Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Nevada	001-34970	26-3106763
(State or other Jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
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~~Issuer’s telephone number~~, including area code~~)

~~Securities~~Not ~~registered pursuant to Section 12(b) of the Act: None~~Applicable

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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))

Securities registered pursuant to Section 12(b) of the Act: None.

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~~Forward ~~1.01.~~Looking ~~Entry into a Material Definitive Agreement.~~Statements

~~Promissory~~Statements ~~Note~~in this report regarding Transportation and Logistics Systems, Inc. (the “Company”) that are not historical facts are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Any such forward-looking statements, including, but not limited to, financial guidance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not directly or exclusively relate to historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “intend,” “plan,” “goal,” “seek,” “strategy,” “future,” “likely,” “believes,” “estimates,” “projects,” “forecasts,” “predicts,” “potential,” or the negative of those terms, and similar expressions and comparable terminology. These include, but are not limited to, statements relating to future events or our future financial and operating results, plans, objectives, expectations, and intentions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not be achieved. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to known and unknown risks, uncertainties and other factors outside of our control that could cause our actual results, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. In addition to the risks described above, these risks and uncertainties include: our ability to successfully execute our business strategies, including integration of acquisitions and the future acquisition of other businesses to grow our company; customers’ cancellation on short notice of master service agreements from which we derive a significant portion of our revenue or our failure to renew such master service agreements on favorable terms or at all; our ability to attract and retain key personnel and skilled labor to meet the requirements of our labor-intensive business or labor difficulties which could have an effect on our ability to bid for and successfully complete contracts; our failure to compete effectively in our highly competitive industry could reduce the number of new contracts awarded to us or adversely affect our market share and harm our financial performance; our ability to adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our industry’s and customers’ evolving demands; our history of losses, deficiency in working capital and stockholders’ equity and our ability to achieve sustained profitability; remaining weaknesses in our internal control over financial reporting and our ability to maintain effective controls over financial reporting in the future; our remaining liabilities and indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations; unanticipated and materially adverse developments in our few remaining litigations; the impact of new or changed laws, regulations or other industry standards that could adversely affect our ability to conduct our business; and changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.

OnThese ~~April~~forward-looking ~~24,~~statements ~~2026,~~represent ~~Transportation and Logistics Systems, Inc. (the “Company”, “we”, “us” or “~~our”) ~~entered~~estimates ~~into~~and anassumptions ~~unsecured~~only ~~non-convertible~~as ~~promissory note (the “Note”) in the principal amount~~ of ~~$100,000, with interest at~~ the ~~rate~~date of ~~10%~~this ~~per~~report ~~annum accruing~~ and, ~~due~~except atas ~~maturity~~required ~~six~~by ~~months following the issuance date~~law, ~~with~~ ~~C/M~~we ~~Capital~~undertake ~~Master~~no ~~Fund,~~obligation LPto ~~(the~~update ~~“Lender”).~~or ~~The~~revise ~~Note~~publicly ~~was~~any ~~funded~~forward-looking ~~on April 24~~statements, ~~2026,~~whether ~~with~~as ~~the~~a ~~Lender~~result ~~advancing~~of ~~$100~~new information,~~000~~ future inevents ~~gross~~or ~~proceeds~~otherwise toafter the ~~Company.~~date ~~The proceeds~~ of ~~the~~this ~~Note~~report. ~~are~~Given tothese beuncertainties, ~~used~~you ~~for~~should ~~the~~not ~~primary~~place ~~purpose~~undue ofreliance ~~funding:~~on ~~(i)~~these ~~the~~forward-looking statements ~~preparation~~ and ~~submission~~ ofshould ~~any~~consider ~~requisite~~various ~~Company~~factors, ~~SEC~~including ~~and~~the ~~OTC~~risks ~~filings;~~described, ~~(ii)~~among ~~such tax-related and~~ other ~~activities~~places, asin ~~may~~our bemost ~~necessary~~recent orAnnual ~~legally~~Report ~~required~~on ~~from~~Form ~~time~~10-K toand ~~time~~in toour ~~restore~~Quarterly ~~the~~Reports ~~Company~~on toForm ~~good~~10-Q, ~~standing~~as ~~from~~well ~~applicable~~as ~~tax~~any ~~and~~amendments ~~compliance~~thereto, ~~perspectives;~~filed ~~(iii)~~with ~~transfer~~the ~~agent~~Securities ~~costs;~~ and ~~(iv)~~Exchange ~~fees for routine litigation matters in the ordinary course of business~~Commission.

~~The~~Item ~~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~~1.01 ~~The~~Entry ~~Company~~into 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~~Material ~~(30)~~Definitive ~~day period, a default penalty equal to 5~~Agreement.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~~Transportation ~~with~~and Logistics Systems, Inc. (OTC OID: TLSS), (“TLSS” or the ~~issuance~~“Company”), ofa publicly traded holding company, announced that, on June 1, 2026, the ~~Note~~Company, TLSS Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, ~~also~~(the “Acquisition Sub”), and TLSS Reverse PGS, LLC, a Texas limited liability company and a wholly-owned subsidiary of the Acquisition Sub (“Reverse”), entered into a ~~letter~~First ~~agreement~~Amendment ofto ~~even~~Member ~~date~~Interest and Asset Exchange Agreement (the “~~Letter~~First ~~Agreement~~Amendment”) with Badcer Ops, Inc., a Nevada corporation (the ~~Lender~~“Seller”), ~~setting~~Jeff ~~forth~~Badders and Mercer Street Global Opportunity Fund, ~~among~~LLC, a ~~other~~Delaware ~~items~~limited liability company (“Mercer”), as the ~~intended~~shareholders ~~use~~ of ~~proceeds~~the ofSeller (the ~~Note~~“Seller asShareholders”), Patriot ~~described~~Glass ~~above~~Solutions, LLC, a Texas limited liability company (“PGS”), and Michael Wanke (“Wanke”), the sole Manager and twenty percent (20%) owner of PGS.

~~The~~As ~~Note~~previously ~~and~~disclosed, on April 1, 2026, the ~~Letter~~Company, the Acquisition Sub and Reverse entered into a Member Interest and Asset Exchange Agreement ~~are~~(the on“Agreement”) with the ~~same~~Seller, ~~form~~the asSeller ~~those~~Shareholders, ~~previously~~PGS ~~entered~~and Wanke. The Agreement provides for a reverse triangular merger of Reverse with and into PGS, with PGS as the ~~Lender~~surviving entity, pursuant to which the Seller’s eighty percent (80%) membership interest in PGS and four (4) nanotechnology patents (the “Patents”) will be exchanged, transferred and assigned to the Acquisition Sub in exchange for the Merger Consideration described below.

~~Item~~The 2First Amendment amends the Agreement to, among other things, extend certain key dates relating to the transaction.03 Specifically, the First Amendment (i) amends the Effective Time provisions of the Agreement to delete the date “May 21, 2026” and replace it with “June 15, 2026,” and to delete the date “June 1, 2026” and replace it with “July 1, 2026”; (ii) amends the Due Diligence Period provisions to provide that the Schedule Delivery Date shall be no later than June 15, 2026; (iii) amends the financial statement delivery provisions to require that the applicable PGS financial statements be delivered by June 15, 2026, in lieu of ten (10) days prior to the Closing Date; and (iv) amends the full access and deliverables provisions to require delivery no later than June 15, 2026. ~~Creation~~The Agreement, as modified by the First Amendment, remains in full force and effect, and to the extent of aany ~~Direct~~inconsistency between ~~Financial~~the ~~Obligation~~terms orof anthe ~~Obligation~~First ~~under~~Amendment anand ~~Off~~the ~~Balance~~terms ~~Sheet~~of ~~Arrangement~~the Agreement, the terms of athe ~~Registrant~~First Amendment shall supersede and control.

The ~~information~~Seller ~~set~~is ~~forth~~Badcer inOps, ~~Item~~Inc., 1a Nevada corporation, whose shareholders are Mercer and Mr.01 ~~hereof~~Jeff ~~with~~Badders, ~~respect~~an toindividual (together, the ~~Note~~“Seller Shareholders”). Mercer is ~~incorporated~~an ~~herein~~existing bypreferred ~~reference~~stockholder of the Company.

~~Item~~The ~~9.01~~Agreement ~~Exhibits~~provides for merger consideration (the “Merger Consideration”) equal to $4,750,000, payable in 47,500 shares of TLSS Series J Senior Convertible Preferred Stock (the “TLSS Series J Preferred Shares”), with a stated value of $100 per share, to be issued to the Seller at the closing of the transaction.

The closing of the transaction is expected to occur no later than July 1, 2026, following the completion and delivery to TLSS of audited financials for PGS for year-end 2024 and year-end 2025 and unaudited financials for PGS for the first quarter of 2026, which financials, as amended by the First Amendment, are to be delivered no later than June 15, 2026, subject to the satisfaction or waiver of certain closing conditions, including, among others: (di) the completion of satisfactory due diligence by TLSS; (ii) the accuracy of the representations ~~Exhibits~~and warranties of the parties; (iii) the procurement of acceptable landlord consent to the assignment of and amendments to PGS’s lease for its operating facilities; (iv) delivery of certain financial statements; and (v) other customary closing conditions as set forth in the Agreement.

Exhibit No.		Description
10.1		Form of Promissory Note, dated as of April 24, 2026, between the Company, as borrower, and C/M Capital Master Fund, LP., as lender.
10.2		Letter Agreement, dated as of April 24, 2026, between the Company and C/M Capital Master Fund, LP.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The remaining 20% membership interest in PGS is currently held by and will be retained by Mr. Michael Wanke, the sole Manager of PGS. It is a condition of closing that Mr. Wanke will enter into an employment agreement with PGS, the terms of which are to be agreed upon prior to the expiration of the due diligence period.

The Company’s primary go-forward strategy is to become a leader in the safety and security technology industry. The Company expects to accomplish this goal, in part, by pursuing strategic acquisitions as a means of securing technologies and adding new markets in the United States, expanding its safety and security service offerings, adding talented management and operational employees, expanding and upgrading its technology platform and developing operational best practices. Moreover, one factor in assessing acquisition opportunities is the potential for subsequent organic growth post-acquisition.

PGS provides quality window tint solutions for auto, home, and business owners across Texas, specializing in automotive window tinting, residential window film, and commercial window film that stop harmful UV rays from passing through its window films for reduced glare, comfortable temperatures, and lower energy bills. PGS protects personal, school, government and commercial/business property across the United States using C-Bond’s proprietary glass strengthening technology to protect property from looting, rioting, break-ins, and gunfire, including our C-Bond BRS, a ballistic-resistant film system and C-Bond Secure, a multi-purpose glass strengthening primer and window film mounting solution that deters forced entry. These products are sold and installed through a growing nationwide network of more than 50 dealers.

The Patents relate to the proprietary C-Bond nanotechnology applications and processes to enhance properties of strength, functionality, and sustainability of brittle material systems used by PGS.

As such, the Company believes that the acquisition of PGS is an excellent fit with its current business given its demographic location, services offered, and diversified customer base, and given that it would provide the Company with a long-standing, well-run profitable operation.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description

10.1		First Amendment to Member Interest and Asset Exchange Agreement, dated as of June 1, 2026, by and among the Company, TLSS Acquisition, Inc., a Delaware corporation; TLSS Reverse PGS, LLC, a Texas limited liability company; Badcer Ops, Inc., a Nevada corporation; Jeff Badders; Mercer Street Global Opportunity Fund, LLC, a Delaware limited liability company; Patriot Glass Solutions, LLC, a Texas limited liability company; and Michael Wanke.
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~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 28, 2026

Dated: June 5, 2026	TRANSPORTATION AND LOGISTICS SYSTEMS, INC.

	By:	/s/ Sebastian Giordano
	Name:	Sebastian Giordano
	Title:	Chief Executive Officer

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

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