UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modification to Rights of Security Holders.
As previously reported in the Current Report on Form 8-K filed by Transportation and Logistics Systems, Inc. (OTCID: TLSS) (the “Company”), a publicly traded holding company, with the Securities and Exchange Commission on August 12, 2026, at a special meeting of the stockholders of the Company held on August 11, 2026, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 5,000-for-1 (the “Reverse Stock Split”).
On September 18, 2026, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada providing for the Reverse Stock Split (the “Certificate of Change”) and the Reverse Stock Split became effective on October 2, 2026 (the “Effective Date”).
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split became effective on the Effective Date. The common stock will begin trading on a split-adjusted basis on the OTC Markets under the existing trading symbol “TLSS” once The Depository Trust Company (“DTC”) completes processing of the rounding up of fractional shares at the beneficial owner level. The CUSIP number for the common stock will change to 89388L207.
Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of common stock held by each stockholder automatically converted into the number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) five thousand (5,000). No fractional shares were issued in connection with the Reverse Stock Split, and no cash or other consideration was paid in lieu of fractional shares. Instead, the Company issued one whole share of post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
Non-Certificated Shares; Certificated Shares. Equiniti Trust Company, LLC is acting as the transfer and exchange agent for the Reverse Stock Split. Registered stockholders are not required to take any action to receive post-Reverse Stock Split shares. Stockholders who hold their shares in electronic form at brokerage firms also do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. A copy of the Certificate of Change is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Change of Transportation and Logistics Systems, Inc. filed with the Secretary of State of the State of Nevada on September 18, 2026 | |
| 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.
| Dated: October 8, 2026 | TRANSPORTATION AND LOGISTICS SYSTEMS, INC. | |
| By: | /s/ Sebastian Giordano | |
| Name: | Sebastian Giordano | |
| Title: | Chief Executive Officer | |