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 24, 2025 (June 17, 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.

Exchange Agreements

Between June 17, 2025 and June 20, 2025, Transportation and Logistics Systems, Inc. (the “Company”, “we”, “us” or “our”) entered into exchange agreements (the “Exchange Agreements”) with certain holders and former holders (the “Exchange Holders”) of our 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” and together with the Series E Preferred Stock, the “Exchanged Preferred Stock”). Pursuant to the Exchange Agreements, the Exchange Holders agreed to exchange an aggregate of 21,418 shares of Series E Preferred Stock, representing 100% of the total outstanding shares of Series E Preferred Stock, and 274,000 Series G Preferred Stock, representing approximately 59% of the total outstanding shares of Series G Preferred Stock, as well as an aggregate of $761,213.42 in accrued and unpaid dividends on shares of Series E Preferred Stock and the Series G Preferred Stock, for an aggregate of 37,840 shares of the Company’s Series J Senior Convertible Preferred Stock, par value $0.001 per share (the “Series J Preferred Stock”), effective as of June 1, 2025. The Exchange Holders further agreed to cancel outstanding warrants to purchase up to 178,000,000 shares of the Company’s Common Stock, par value $0.001 (the “Common Stock”). The Exchange Holders obligation to exchange their respective Exchange Preferred Stock and accrued and unpaid dividends on the Exchange Preferred Stock is conditioned upon the satisfaction or waiver of certain customary conditions, including the Company issuing the Series J Preferred Stock, no court or other such governmental or regulatory authority prohibiting such exchange, 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 Exchange Agreements also contain customary representations, warranties and covenants of the parties. The representations, warranties and covenants contained in such Exchange Agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

Settlement Agreements

Between June 17, 2025 and June 24, 2025, we also entered into settlement agreements (the “Settlement Agreements”) with certain holders (the “Creditors”) of certain of our liabilities (the “Outstanding Liabilities”). Pursuant to the Settlement Agreements, the Creditors agreed to settle an aggregate of approximately $583,199.84 in Outstanding Liabilities and cancel warrants to purchase up to an aggregate of 151,785,715 shares of Common Stock in exchange for the issuance of an aggregate of 5,864 shares of Series J Preferred Stock. The Creditors and the Company also agreed to release one another from any future causes of action or obligations in connection with the Outstanding Liabilities. The Creditors obligation to settle their respective Outstanding Liabilities is conditioned upon the satisfaction or waiver of certain conditions, including the Company issuing the Series J Preferred Stock, at least 50% of the outstanding shares of each of the Series E Preferred Stock and the Series G Preferred Stock having been exchanged for Series J Preferred Stock, 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 Agreements contain customary representations and warranties of the parties. The representations, warranties and covenants contained in such Settlement Agreements were made only for purposes of such agreements and as of specific dates, 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 forms of Exchange Agreement and Settlement Agreements, and the descriptions of each is qualified in their entirety by reference to the forms of Exchange Agreement and Settlement Agreement, which are attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 to this Current Report on Form 8-K (this “Form 8-K”) and are incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Form 8-K is incorporated by reference herein. The shares of Series J Preferred Stock being issued pursuant to the Exchange 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 (the “Act”). 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 4(a)(2) of the Act. The shares of Common Stock issuable upon conversion of the Series J Preferred Stock will be issued in reliance upon the exemption from registration provided in Section 4(a)(2) of the Act.

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 24, 2025