{"url_path":"/sec/tlss/8-k/2026-07-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1463208/0001493152-26-034098-index.html","accession_number":"0001493152-26-034098","cik":"0001463208","ticker":"TLSS","issuer_name":"Transportation & Logistics Systems, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1463208/0001493152-26-034098-index.html","primary_entity_key":"0001463208","primary_entity_name":"Transportation & Logistics Systems, Inc."},"word_count":575,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\n*Amended\nand Restated Promissory Note*\n\n \n\nOn\nJuly 16, 2026, Transportation and Logistics Systems, Inc. (the “Company”, “we”, “us”\nor “our”) entered into an amended and restated unsecured non-convertible promissory note (the “Note”)\nin the principal amount of $50,000, with interest at the rate of 10% per annum accruing and due at maturity on September 30, 2026, with\nC/M Capital Master Fund, LP (the “Lender”). The Note amends and restates the unsecured non-convertible promissory\nnote previously issued by the Company to the Lender on August 25, 2025 in the principal amount of $50,000, which the Lender advanced\nto the Company at that time. The proceeds of the Note are to be used for the primary purpose of funding: (i) the preparation and submission\nof any requisite Company SEC and OTC filings; (ii) such tax-related and other activities as may be necessary or legally required from\ntime to time to restore the Company to good standing from applicable tax and compliance perspectives; (iii) transfer agent costs; and\n(iv) fees for routine litigation matters in the ordinary course of business.\n\n \n\nThe\nNote may be prepaid in whole or in part at any time and from time to time upon three (3) prior business days’ written notice, without\npenalty. The Company may also repay the Note upon maturity or at such time as the Company and the Lender may agree to effect repayment.\nThe Note also contains customary events of default, which include, without limitation, failure to pay principal, interest or other charges\nin respect of the Note when due at maturity or otherwise, failure to satisfy any covenant in the Note or other agreements between the\nCompany and the Lender or any other creditor, breach of representations and warranties set forth in the Note or any transaction document\nexecuted contemporaneously with the Note, and certain judgment defaults, events of bankruptcy or insolvency of the Company. Upon the\noccurrence of such an event of default under the Note, the Lender has the right to demand repayment of the Note in full upon five (5)\nbusiness days’ notice to the Company. In the event that full payment is not made upon the expiry of a thirty (30) day period, a\ndefault penalty equal to 5.0% per month during the period of default in excess of the 10% interest rate will apply to the entire amount\nof the Note outstanding, including any accrued but unpaid interest. The Lender may then, at its sole discretion, declare the entire then-outstanding\nprincipal amount of the Note and any accrued but unpaid interest due thereunder immediately due and payable, in which event the Lender\nmay, at its sole discretion, take any action it deems necessary to recover amounts due under the Note.\n\n \n\nConcurrently\nwith the amendment and restatement of the Note, the Company also entered into an amended and restated letter agreement, dated July 17,\n2026 (the “Letter Agreement”), with the Lender, which amends and restates the letter agreement previously entered\ninto between the Company and the Lender. The Letter Agreement sets forth, among other items, the intended use of proceeds of the Note\nas described above, confirms that the Note is in parity with the other outstanding note issued by the Company to the Lender, and extends\nthe maturity date of the Note to September 30, 2026.\n\n \n\nThe\nNote and the Letter Agreement are on the same form as those previously entered into with the Lender."}