UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act: None
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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 | ||