TLSS Transportation and Logistics Systems Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 13, 2025 (February 7, 2025)

 

 

Transportation and Logistics Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

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

 

5500 Military Trail, Suite 22-357

Jupiter, Florida 33458

(Address of Principal Executive Offices) (Zip Code)

 

(833) 764-1443

(Registrant’s telephone number, including area code)

 

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

 

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

 

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 1.01. Entry into a Material Definitive Agreement.

 

As previously disclosed, on August 12, 2024, Transportation and Logistics Systems, Inc. (the “Company”, “we”, “us” or “our”) issued two (2) promissory notes (the “August 2024 Notes”) to certain investors (the “2024 Lenders”) in an aggregate principal amount of $150,000, with an interest rate of 10% per annum and that mature six (6) months from the date of issuance.

 

On February 10, 2025, we entered into an Amendment Agreement with the 2024 Lenders pursuant to which the maturity date of the August 2024 Notes for the outstanding principal and interest was extended from February 12, 2025, to August 12, 2025. All other terms and conditions of the August 2024 Notes remain unchanged.

 

The foregoing does not purport to be a complete description of the Amendment Agreement, and such description is qualified in its entirety by reference to the full text of such document, 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 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

 

As previously disclosed, on February 6, 2024, the Company issued an unsecured promissory note to John Mercadante (“Mr. Mercadante”), a Director of the Company, in the principal amount of $64,534 (the “Mercadante Note”). The Mercadante Note has a maturity date of one year from the date of issuance and accrues interest at a rate per annum of 12%.

 

On February 7, 2025, the Company received a default notice (the “Default Notice”) for the failure to pay outstanding principal and interest due on the Mercadante Note on the maturity date of February 6, 2025. As a result of such default, the interest rate of the Mercadante Note was increased to 17% per annum effective as of February 7, 2025.

 

Item 9.01 Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Form of Promissory Note Amendment Agreement, dated as of February 10, 2025, between the Company and certain investors.
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: February 13, 2025

 

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

 

 

 

Exhibit 10.1

 

TRANSPORTATION AND LOGISTICS SYSTEMS,INC.

5500 Military Trail – Suite 22-357

Jupiter, Florida 33458

 

[Date of Amendment Agreement]

 

Dear Noteholder:

 

Reference is hereby made to that certain Promissory Note (the “Note”) of Transportation and Logistics Systems, Inc. (the “Company”) in the aggregate principal amount of $[Original Principal Amount], issued on [Original Issue Date] and due to [Investor] on [Original Maturity Date].

 

This letter agreement is to confirm that we agree to amend the due date for the outstanding principal and interest of the Note to be due and paid in full either on [New Maturity Date]. Except as set forth herein, all of the terms and provisions of the Notes shall remain in full force and effect.

 

	Very truly yours,
	Transportation and Logistics Systems, Inc.
	By:
	Name:	Sebastian Giordano
	Title:	Chief Executive Officer

 

[INVESTOR]

 

By:
Name:
Title:

 

 

SCHEDULE TO EXHIBIT 10.1

 

The following table describes the Amendment to Promissory Notes between Transportation and Logistics Systems, Inc. (“TLSS”) and the investors listed below, the forms of which are substantially identical in all material respects to the representative Amendment to Promissory Note filed herewith, except as set forth below, and are dated as of the respective dates listed below. The other Amendment to Promissory Notes are omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.

 

Name of Investor

Original Principal Amount

Original Issue Date

Date of Amendment Agreement

Original Maturity Date

New Maturity Date

Mercer Street Global Opportunity Fund

$

75,000

8/12/24

2/7/2025

2/12/25

8/12/2025

Cavalry Fund I LP

$

75,000

8/12/24

2/7/2025

2/12/25

8/12/2025

 

 

v3.25.0.1

Cover	Feb. 13, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 13, 2025
Entity File Number	001-34970
Entity Registrant Name	Transportation and Logistics Systems, Inc.
Entity Central Index Key	0001463208
Entity Tax Identification Number	26-3106763
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5500 Military Trail
Entity Address, Address Line Two	Suite 22-357
Entity Address, City or Town	Jupiter
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33458
City Area Code	(833)
Local Phone Number	764-1443
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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