UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| (State or other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
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Securities registered pursuant to Section 12(b) of the Act: None
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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).
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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.
On September 15, 2025, Transportation and Logistics Systems, Inc. (the “Company”, “we”, “us” or “our”) entered into a settlement agreement (the “Settlement Agreement”) with a certain holder (the “Creditor”) of a promissory note issued by the Company on August 27, 2025 in the original principal amount of $50,000 (the “Outstanding Liabilities”). Pursuant to the Settlement Agreement, the Creditor agreed to settle an aggregate of $50,273.970 in Outstanding Liabilities, which includes accrued and unpaid interest, in exchange for the issuance of 503 shares of the Company’s Series J Senior Convertible Preferred Stock, par value $0.001 per share (the “Series J Preferred Stock”). The Creditor obligation to settle its liabilities is conditioned on the holders of at least 50% of the outstanding shares of each of the Company’s Series E Convertible Preferred Stock, par value $0.001 per share, and Series G Convertible Preferred Stock, par value $0.001 per share, having been exchanged for Series J Preferred Stock, which condition has been satisfied, 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.
The Settlement Agreement contains customary representations and warranties of the parties. The representations, warranties and covenants contained in the Settlement Agreement were made only for purposes of such agreement and as of a specific date, 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 form of Settlement Agreement, and such description is qualified in its entirety by reference to the form of Settlement Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The shares of Series J Preferred Stock being issued pursuant to the Settlement Agreements and the shares of the Company’s common stock, par value $0.001 per share, that are issuable upon conversion of the Series J Stock will be issued in reliance upon the exemption from registration provided in Section 3(a)(9) of the Securities Act of 1933, as amended.
Item 9.01 Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Settlement Agreement (Outstanding Liabilities). | |
| 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: September 19, 2025
| Transportation and Logistics Systems, Inc. | ||
| By: | /s/ Sebastian Giordano | |
| Sebastian Giordano | ||
| Chief Executive Officer, Chief Financial Officer and Treasurer | ||