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UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

Washington,\nD.C. 20549

Form\n8-K

CURRENT\nREPORT

Pursuant\nto Section 13 or 15(d) of the

Securities\nExchange Act of 1934

Date\nof Report (Date of earliest event reported): October 27, 2026 (October 22, 2026)

Transportation\nand Logistics Systems, Inc.

(Exact\nName of Registrant as Specified in Charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Nevada	001-34970	26-3106763
(State\n or other Jurisdiction	(Commission	(IRS\n Employer
of\n Incorporation)	File\n Number)	Identification\n No.)

110\nChestnut Ridge Road, Suite 444

Montvale,\nNew Jersey 07645

(Address\nof Principal Executive Offices) (Zip Code)

(833)\n764-1443

(Registrant’s\ntelephone number, including area code)

Securities\nregistered pursuant to Section 12(b) of the Act: None

Check\nthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under\nany of the following provisions:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

☐	Written\n communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting\n material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement\n communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement\n communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate\nby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405\nof this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging\ngrowth company ☐

If\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item\n1.01. Entry into a Material Definitive Agreement.

Extension\nof Existing Promissory Notes

As\npreviously disclosed in its Current Reports on Form 8-K filed on January 13, 2026 and April 28, 2026, Transportation and Logistics Systems,\nInc. (the “Company”, “we”, “us” or “our”) issued unsecured non-convertible promissory\nnotes to C/M Capital Master Fund, LP (“C/M”) on January 9, 2026 and April 24, 2026, in the principal amounts of $75,000 and\n$100,000, respectively (the “Existing Notes”). On October 22, 2026, the Company entered into a letter agreement with C/M\n(the “Extension Agreement”) extending the maturity date for the outstanding principal and interest of both Existing Notes\nto December 31, 2026. All other terms and conditions of the Existing Notes remain unchanged.

Promissory\nNote

On\nOctober 23, 2026, the Company issued an unsecured non-convertible promissory note (the “Note”) in the principal amount of\n$50,000 to Mercer Street Global Opportunity Fund LLC (the “Lender”), an existing preferred stockholder of the Company. The\nNote was funded on October 23, 2026, with the Lender advancing $50,000 in gross proceeds to the Company. The Note bears simple interest\nat the rate of 10% per annum, with principal and accrued interest payable in cash on December 31, 2026.

The\nNote may be prepaid in whole or in part upon three (3) prior business days’ written notice, without penalty. The Note contains\nevents of default, including payment defaults under the Note or other notes, breaches of covenants or agreements with the Lender or other\ncreditors, breaches of representations and warranties, and certain bankruptcy or insolvency events. Upon an event of default, the Lender\nmay demand repayment in full upon five (5) business days’ notice. If full payment is not made upon the expiry of a thirty (30)\nday period, an additional default penalty of 5.0% per month applies to the outstanding amount, including accrued but unpaid interest,\nand the Lender may declare the outstanding principal and accrued interest immediately due and payable.

In\nconnection with the issuance of the Note, the Company entered into a letter agreement, dated October 22, 2026 (the “Letter Agreement”),\nwith the Lender. The Letter Agreement provides that the proceeds shall be used solely for: (i) preparation and submission of requisite\nCompany SEC and OTC filings; (ii) tax-related and other activities necessary or legally required to restore the Company to good standing\nfrom applicable tax and compliance perspectives; (iii) transfer agent costs; and (iv) fees for routine litigation matters in the ordinary\ncourse of business. The Note also specifies auditor, financial printer, transfer agent and accounting costs as its purpose. The Letter\nAgreement further provides that the Note ranks in parity with the Existing Notes.

The\nforegoing descriptions of the Extension Agreement, the Note and the Letter Agreement do not purport to be complete and are qualified\nin their entirety by reference to the full text of such documents, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to\nthis Current Report on Form 8-K and are incorporated herein by reference.

Item\n2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

The\ninformation set forth in Item 1.01 hereof with respect to the Note is incorporated herein by reference.

Item\n9.01 Exhibits.

(d)\nExhibits.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit \n No.		Description

10.1		Letter Agreement, dated as of October 22, 2026, between the Company and C/M Capital Master Fund, LP, extending the maturity dates of the January 9, 2026 and April 24, 2026 promissory notes.
10.2		Promissory Note, dated as of October 23, 2026, issued by the Company to Mercer Street Global Opportunity Fund LLC.
10.3		Letter Agreement, dated as of October 22, 2026, between the Company and Mercer Street Global Opportunity Fund LLC, including Exhibit A thereto.
10.4\n		Cover\n Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.

Date:\nOctober 27, 2026

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Transportation\n and Logistics Systems, Inc.

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

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