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): June 5, 2025 (May 30, 2025)

Transportation and Logistics Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

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:

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.

On May 30, 2025, Transportation and Logistics Systems, Inc. (the “Company”, “we”, “us” or “our”) entered into settlement agreements (the “Settlement Agreements”) with certain holders (the “Creditors”) of certain of its liabilities (the “Outstanding Liabilities”). Pursuant to which, the Creditors agreed to settle an aggregate of $2,546,519.70 in Outstanding Liabilities in exchange for the issuance of an aggregate of 25,465 shares of the Company’s Series J Senior Convertible Preferred Stock, par value $0.001 per share (the “Series J Preferred Stock”). The Creditors obligation to settle their respective 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 (the “Series E Preferred Stock”) and Series G Convertible Preferred Stock, par value $0.001 per share (the “Series G Preferred Stock”) agreeing to exchange their shares of Series E Preferred Stock and/or Series G Preferred Stock for shares of Series J Preferred Stock.

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 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.

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: June 5, 2025