8-K - TLSS - Equibles

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

Dateof Report (Date of earliest event reported): September 2, 2025 (August 26, 2025)

Transportationand Logistics Systems, Inc.

(ExactName of Registrant as Specified in Charter)

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

5500Military Trail, Suite 22-357

Jupiter,Florida 33458

(Addressof Principal Executive Offices) (Zip Code)

(833)764-1443

(Registrant’stelephone 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐

Item1.01. Entry into a Material Definitive Agreement.

PromissoryNote

On August 27, 2025, Transportation and Logistics Systems, Inc. (the “Company”, “we”, “us” or “our”) entered into an unsecured non-convertible promissory note (the “Note”) in the principal amount of $50,000, with interest at the rate of 10% per annum accruing and due at maturity in six months, with C/M Capital Master Fund, LP (the “Lender”) for the primary purpose of funding a portion of the costs related to: (i) the preparation and filing of the Company’s Quarterly Report on Form 10-Q for the third quarter and review of related financial statements; (ii) preparation and submission of any requisite filings with the Securities and Exchange Commission and the OTC Expert Market; (iii) such tax-related and other activities as may be necessary or legally required from time to time to restore the Company to good standing with requisite taxing authorities; (iv) transfer agent costs, and (v) fees for routine litigation matters in the ordinary course of business.

The Company may repay the Note upon maturity or prior to maturity with the mutual agreement of the Lender. The Note also contain customary events of default, which include, without limitation, failure to pay principal, interest or other charges in respect of the Note when due at maturity or otherwise, failure to satisfy any covenant in the Note or other agreements between the Company and the Lender or any other creditor, breach of representations and warranties set forth in the Note or any transaction document executed contemporaneously with the Note, and certain judgment defaults, events of bankruptcy or insolvency of the Company. Upon the occurrence 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) business days’ notice to the Company. In the event that full payment is not made upon the expiry of a thirty (30) day period, a default 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 of the Note outstanding, including any accrued but unpaid interest. The Lender may then, at its sole discretion, declare the entire then-outstanding principal amount of the Note and any accrued but unpaid interest due thereunder immediately due and payable, in which event the Lender may, at its sole discretion, take any action it deems necessary to recover amounts due under the Note.

Concurrently with the issuance of the Note, the Company also entered into a letter agreement of even date (the “Letter Agreement”) with the Lender setting forth, among other items, the intended use of proceeds of the Note as described above.

The Note and the Letter Agreement are on the same form as those previously entered into with the Lender.

StockAward Agreements

On August 28, 2025, the Company and certain former employees, consultants and Sebastian Giordano, our Chief Executive Officer and Chief Financial Officer (together, the “Grantees”) each entered into a stock award agreement (each a “Stock Award Agreement” and together the “Stock Award Agreements”). Pursuant to the Stock Award Agreement, the Company granted the Grantees an aggregate of 4,775 shares of the Company’s Series J Senior Convertible Preferred Stock (the “Stock Awards”), par value $0.001 per share (the “Series J Preferred Stock”) in satisfaction of certain obligations owed to the Grantees for services provided or to be provided to the Company.

The foregoing does not purport to be a complete description of each of the Note, the Letter Agreement and the Stock Award Agreements, and each such description is qualified in its entirety by reference to the full text of each such document, which are attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K (this “Form 8-K”), respectively, and are incorporated by reference herein.

Item2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 hereof with respect to the Note is incorporated herein by reference.

Item3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 hereof with respect to the Stock Award Agreements is incorporated herein by reference. The shares of Series J Preferred Stock issued pursuant to the Stock Award Agreements were, and shares of the Company’s 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.

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements withCertain Officers.

The information set forth in Item 1.01 hereof with respect to the Stock Award Agreement with Mr. Giordano is incorporated herein by reference.

In addition, as previously disclosed, due to the Company’s financial condition, beginning on February 16, 2024, Mr. Giordano agreed to temporarily defer cash compensation and receipt of benefits until a date that was to be mutually agreed upon; however, such compensation and other benefits due to Mr. Giordano under the employment agreement between Mr. Giordano and the Company (the “Executive Employment Agreement”), continue to accrue. On May 15, 2024, the Company received a termination notice from Mr. Giordano (the “Termination Notice”) for the nonpayment of compensation and other benefits due under such Executive Employment Agreement. Under the terms of the Executive Employment Agreement, the Company had until July 15, 2024 to cure such default or else Mr. Giordano’s termination pursuant to the Original Termination Notice would be effective on July 15, 2024. The Company was unable to cure such default; however, on July 15, 2024, the Company and Mr. Giordano agreed to extend the termination date until August 15, 2024, which was subsequently extended to May 31, 2025 and on May 5, 2025 it was again extended to August 31, 2025.

On August 26, 2025, the Company received a termination notice from Mr. Giordano (the “New Termination Notice”) for the nonpayment of compensation and other benefits due under such Executive Employment Agreement. The Company is unable to cure such default, and agreed to extend the termination date of the Executive Employment Agreement to November 30, 2025 (the “New Termination Date”). All existing wage and benefit provisions of the Executive Employment Agreement will continue to accrue through the New Termination Date; however, the claims under the Termination Notice remain in force, including that any granted, but unvested restricted stock units, if any, have been deemed fully vested under the Termination Notice.

The foregoing does not purport to be a complete description of the New Termination Notice, and such description is qualified in its entirety by reference to the full text of such New Termination Notice, which is attached as Exhibit 10.4 to this Form 8-K and is incorporated by reference herein.

Item9.01 Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Form<br> of Promissory Note, dated as of August 27, 2025 between the Company, as borrower, and C/M Capital Master Fund, LP., as lender.
10.2	Letter<br> Agreement, dated as of August 27, 2025, between the Company and C/M Capital Master Fund, LP.
10.3	Form of Stock Award Agreement.
10.4	Termination Notice, dated as of August 26, 2025, between the Company and Mr. Sebastian Giordano.
104	Cover<br> 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: September 2, 2025

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

Exhibit 10.1

TRANSPORTATION AND LOGISTICS SYSTEMS, INC.

Promissory Note (the “Note”)

Face<br>Amount: $50,000.00	August<br> 27, 2025
	Jupiter,<br> Florida

FOR VALUE RECEIVED, the undersigned TRANSPORTATION AND LOGISTICS SYSTEMS, INC., a Nevada corporation (the “Borrower”), promises to pay to the order of C/M CAPITAL MASTER FUND, LP., its successors or assigns (the “Lender”), FIFTY THOUSAND DOLLARS ($50,000) (the “Face Amount”) by the 6 month anniversary of the date hereof (the “Maturity Date”), together with simple interest on the principal amount outstanding from time to time at the interest rate of 10% per annum, calculated on the basis of actual days elapsed and a 365-day year (the “Interest Rate”), as provided herein or on such earlier date as this Note is required or permitted to be repaid as provided hereunder.

Section

Maturity; Interest. The Face Amount, together with accrued interest thereupon, shall become due and payable and shall be repaid in cash in a single installment at the Maturity Date; provided, that this Note 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 penalty.

Section 2. Repayment. Repayment of the Note may occur as follows: (a) at the Maturity Date or (b) at such time as the Borrower and the Lender may agree to effect repayment. So long as no Event of Default has occurred, such repayment shall satisfy Borrower’s obligations pursuant to this Note in full and this Note shall be of no further force and effect. This Note is not a convertible instrument andhas no contractual rights to convert into equity or any other securities of the Borrower.

Section 3. Transferability. This Note and any of the rights granted hereunder are freely transferable or assignable by the Lender, in whole or in part, in its sole discretion; provided, Lender shall have provided prior written notice to the Borrower.

Section 4. Event of Default.

(a) In the event that any one of the following events shall occur (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body), it shall be deemed an Event of Default:

(i) Any default in the payment of the principal of, interest on or other charges in respect of this Note, or any other note issued by the Borrower for the benefit of the Lender or any other creditor, as and when the same shall become due and payable;

(ii) Borrower shall fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit any breach or default of any provision of this Note or any other agreement between the Borrower and the Lender or any other creditor;

(iii) There shall be a breach of any of the representations and warranties set forth in this Note or any transaction document executed contemporaneously herewith, including without limitation, the Borrower’s express representation that the purpose of this Note is to fund the Borrower’s direct costs to its auditor to enable such auditor to complete its review of the Company’s quarterly securities filings, payment to financial printers for Edgar filings, payment to the Company’s transfer agent, and accounting; or

(iv) Borrower, shall commence, or there shall be commenced against Borrower any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or Borrower commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Borrower or there is commenced against Borrower any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty (60) days; or Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or Borrower suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty (60) days; or Borrower makes a general assignment for the benefit of creditors; or Borrower shall fail to pay or shall state that it is unable to pay or shall be liable to pay, its debts as they become due or by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Borrower for the purpose of effecting any of the foregoing.

(b) Upon the occurrence of an Event of Default, the Lender shall give the Borrower notice of such occurrence, at which time the Borrower shall have five (5) business days from receipt of such notice to pay the outstanding amount of the Note in full. In the event that full payment is not made upon the expiry of a thirty (30) day period, a default penalty equal to 5.0% in excess of the Interest Rate hereunder of the Face Amount per month during the period of Default (the “Default Penalty”) shall apply to the entire amount of the Note outstanding, including any accrued but unpaid interest. The Lender may then, at its sole discretion, declare the entire then-outstanding Face Amount of this Note and any accrued but unpaid interest due hereunder immediately due and payable (a “Default Declaration”), in which event the Lender may, at its sole discretion, take any action it deems necessary to recover amounts due under this Note.

(c) Upon the occurrence of an Event of Default, the Lender shall be entitled to receive, in addition to the Face Amount of the Note and any accrued but unpaid interest due hereunder, all of Lender’s costs, fees (including without limitation, reasonable attorney’s fees and disbursements), and expenses relating to collection and enforcement Note, including all costs and expenses incurred by it in enforcing its rights under the Note and any transaction documents entered into contemporaneously herewith.

(d) The failure of the Lender to exercise any of its rights hereunder in any particular instance shall not constitute a waiver of the same or of any other right in that or any subsequent instance with respect to the Lender or any subsequent holder. **BORROWER ACKNOWLEDGESTHAT THE LOAN EVIDENCED BY THIS NOTE IS A COMMERCIAL TRANSACTION. BORROWER FURTHER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT,NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF PROTEST, AND NOTICE OF ANY RENEWALS OR EXTENSIONS OF THIS NOTE. BORROWER ACKNOWLEDGES THATIT MAKES THIS WAIVER KNOWINGLY, VOLUNTARILY, WITHOUT DURESS AND ONLY AFTER CONSIDERATION OF RAMIFICATION THIS WAIVER WITH ITS ATTORNEYS.**The Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. The remedies available to the Lender upon the occurrence of an Event of Default shall be cumulative. This Note is intended to be a negotiable instrument in accordance with Section 3-104 of the Uniform Commercial Code.

Section 5. Notices. Any and all notices, service of process or other communications or deliveries required or permitted to be given or made pursuant to any of the provisions of this Note shall be deemed to have been duly given or made for all purposes when hand delivered or sent by certified or registered mail, return receipt requested and postage prepaid, overnight mail or courier as follows:

If to the Lender, at:

1111 Brickell Avenue, Suite 2920

Miami, FL 33131

Attention: Jonathan Juchno

E-mail:

Orsuch other address as may be given to the Borrower from time to time

If to Borrower, at:

5500 Military Trail Ste 22-357

Jupiter, FL 33458

Attention: Sebastian Giordano

Email: sebastian.giordano@tlss-inc.com

Orsuch other address as may be given to the Lender from time to time

Section 6. Usury. This Note is hereby expressly limited so that in no event whatsoever, whether by reason of acceleration of maturity of the loan evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Lender hereunder for the loan, use, forbearance or detention of money exceed that permissible under applicable law. If at any time the performance of any provision of this Note or of any other agreement or instrument entered into in connection with this Note involves a payment exceeding the limit of the interest that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically and retroactively, ipso facto, the obligation to be performed shall be reduced to such limit, it being the specific intent of the Borrower and the Lender that all payments under this Note are to be credited first to interest as permitted by law, but not in excess of (i) the agreed rate of interest set forth herein or therein or (ii) that permitted by law, whichever is the lesser, and the balance toward the reduction of principal. The provision of this Section 6 shall never be superseded or waived and shall control every other provision of this Note and all other agreements and instruments between the Borrower and the Lender entered into in connection with this Note. To the extent permitted by applicable law, Borrower waives any right to assert the defense of usury.

Section 7. Governing Law; Waiver of Jury Trial. This Note and the provisions hereof are to be construed according to and are governed by the laws of the State of Nevada, without regard to principles of conflicts of laws thereof. Borrower agrees that the state and federal courts sitting in Clark County, Nevada shall have exclusive jurisdiction in connection with any dispute concerning or arising out of this Note or otherwise relating to the parties’ relationship. In any action, lawsuit or proceeding brought to enforce or interpret the provisions of this Note and/or arising out of or relating to any dispute between the parties, the Lender shall be entitled to recover all of its costs and expenses relating collection and enforcement of this Note (including without limitation, reasonable attorney’s fees and disbursements) in addition to any other relief to which the Lender may be entitled and all costs of collection, including any legal fees associated with this Note will be paid by the Borrower. Each party agrees that any process or notice to be served or delivered in connection with any action, lawsuit or proceeding brought hereunder may be accomplished in accordance with the notice provisions set forth above or as otherwise provided by applicable law. BORROWER HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM,WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATING TO THIS NOTE.

Section 8. Successors and Assigns. Subject to applicable laws, this Note and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of Borrower and the successors and assigns of the Lender.

Section 9. Amendment. This Note may be modified or amended or the provisions hereof waived only with the written consent of the Lender.

Section 10. Severability. Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Note.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, Borrower has caused this Promissory Note to be duly executed by its authorized officer and/or such individual borrower as of the date first above indicated.

TRANSPORTATION<br> AND LOGISTICS SYSTEMS, INC.
By:
Name:	Sebastian Giordano
Title:	CEO

Exhibit10.2

Transportation and Logistics Systems, Inc.

5500 Military Trail, Suite 22-357

Jupiter, FL 33458

August 27, 2025

C/M Capital Master Fund, LP.

1111 Brickell Avenue | Suite 2920 | Miami, FL 33131

Re:	Transportation<br> and Logistics Systems, Inc.

Ladies and Gentleman:

Reference is made to that certain letter agreement, dated August 27, 2025, by and between the Borrower and the Lenders, as defined herein. Reference is also made to that certain promissory note, dated at or about the date hereof (“Note”), issued by Transportation and Logistics Systems, Inc., a Nevada corporation (and together with its successors and assigns, collectively, the “Borrower”), payable to the order of the Lender identified in the applicable Note (the “Lender”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Note.

By way of this letter agreement, the Borrower and the Lender continue to acknowledge and agree as follows:

(a) The Lenders are providing the loans under the Note as an accommodation and reserve the right to have the Borrower enter into definitive transaction documents containing such customary terms and conditions, schedules, and exhibits as appropriate for a transaction of this sort, as Lenders may reasonably determine.

(b) The proceeds from the Note shall be used solely for the following purposes, in each case subject to prior written approval of Frank Kneuttel or a Lender, which approval shall be timely and not unreasonably withheld:

(i)	Preparation<br> of the Company’s 2025 third quarter review;
(ii)	Preparation<br> and submission of any requisite Company SEC and OTC filings;
(iii)	Such<br> tax-related and other activities as may be necessarily and legally required from time to time to restore the Company to good standing<br> from applicable tax and compliance perspectives;
(iv)	Transfer<br> Agent Costs related to issuance of new Series J preferred; and
(v)	Fees<br> for routine litigation matters in the ordinary course of business.

The Borrower and the Lenders shall each use all good faith efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate in doing, all things necessary, proper or advisable to carry out the intent and purposes of this letter agreement.

This letter agreement and the Note shall constitute the entire agreement between the parties hereto pertaining to the subject matter hereof. This letter agreement may be amended by a written instrument signed by the parties hereto. All rights and obligations hereunder will be governed by the laws of the State of Nevada, without regard to the conflicts of law provisions of such jurisdiction. This letter agreement may be executed, including by means of electronic signature or pdfs, in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

Sincerely,
TRANSPORTATION<br> AND LOGISTICS SYSTEMS, INC.
By:	/s/ Sebastian Giordano
Name:	Sebastian<br> Giordano
Title:	CEO
Acknowledged, Agreed and Accepted:
C/M<br> Capital Master Fund, LP.
By:	/s/ Jonathan Junchno
Name:	Jonathan<br> Junchno
Title:	Managing<br> Member

[SignaturePage to Side Letter]

Exhibit10.3

FORMOF TRANSPORTATION AND LOGISTICS SYSTEMS, INC.

Stock Award Agreement

This Stock Award Agreement (this “Agreement”) is made as of August 28, 2025, by and between [NAME] (the “Recipient”) and Transportation and Logistics Systems, Inc. (the “Company”).

In consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Award of Shares. Subject to the terms and conditions hereinafter set forth, the Company hereby awards to the Recipient, effective as of the date of this Agreement, [●] shares of the Company’s Series J Senior Convertible Preferred Stock, par value $0.001 per share (the “Series J Preferred Stock”). The shares so awarded are hereinafter referred to as the “Shares,” which term shall also include any shares of the Company issued to the Recipient by virtue of his or her ownership of the Shares, by share dividend, share split or combination, recapitalization or otherwise.

2. Vesting. Subject to Section 2(b) hereof, the Shares shall vest immediately upon issuance.

3. Legends. Shares awarded under this Agreement may bear or contain, as applicable, such legends and notations as may be required by the Company’s articles of incorporation, any applicable supplement thereto or bylaws, each as in effect from time to time, or as the Company may otherwise determine appropriate.

Promptly following the request of the Recipient with respect to any Shares (or any other shares previously awarded to the Recipient), the Company shall take, at its sole cost and expense, all such actions as may be required to permit the Recipient to sell such shares including, as applicable and without limitation, providing to the Company’s transfer agent certificates of officers of the Company, and opinions of counsel and/or filing an appropriate registration statement, and taking all such other actions as may be required to remove the legends set forth above with respect to transfer and vesting restrictions from the certificates evidencing such shares and, if applicable, from the share books and records of the Company. The Company shall reimburse the Recipient, promptly upon the receipt of a request for payment, for all expenses (including legal expenses) reasonably incurred by the Recipient in connection with the enforcement of the Recipient’s rights under this paragraph.

4. Tax Withholding. To the extent required by law, the Company shall withhold or cause to be withheld income and other taxes incurred by the Recipient by reason of an award of Shares, and the Recipient agrees that he or she shall upon the request of the Company pay to the Company an amount sufficient to satisfy his or her tax withholding obligations from time to time (including as Shares become vested).

5. Investment Representations. The Recipient hereto represents to the Company the following:

(a) The Recipient is aware of the Company’s business affairs and financial condition and will hold the Shares for investment for the Recipient’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “1933 Act”). The Recipient does not have any present intention to transfer the Shares to any other person.

(b) The Recipient understands that the Shares have not been registered under the 1933 Act and further acknowledges and understands that the Shares must be held indefinitely unless the resale of the Shares are subsequently registered under the 1933 Act or an exemption from such registration is available. The Recipient further acknowledges and understands that the Company is under no obligation to register the Shares. The Recipient understands that any certificate or statement of book entry evidencing the Shares may be imprinted with a legend that prohibits the transfer of the Shares unless the Shares are registered or such registration is not required in the opinion of counsel for the Company.

(c) The Recipient further understands that at the time the Recipient wishes to sell the Shares there may be no public market upon which to make such a sale, and that an exemption from registration under the 1933 Act may not be available.

(d) The Recipient has either (i) preexisting personal or business relationships with the Company or any of its officers, directors or controlling persons, or (ii) the capacity to protect the Recipient’s own interests in connection with the acquisition of the Shares by virtue of the business or financial expertise of the Recipient or of professional advisors who are unaffiliated with and who are not compensated by the Company or any of its affiliates, directly or indirectly.

(e) The Recipient understands that he or she may suffer adverse tax consequences as a result of his or her acquisition or disposition of the Shares. The Recipient represents that he or she has consulted any tax consultants he or she deems advisable in connection with the acquisition or disposition of the Shares and that he or she is not relying on the Company for any tax advice.

6. Miscellaneous.

(a) Amendments. Neither this Agreement nor any provision hereof may be changed or modified except by an agreement in writing executed by the Recipient and the Company; provided, however, that any change or modification that does not materially adversely affect the rights hereunder of the Recipient, as they may exist immediately prior to the effective date of such change or modification, may be adopted by the Company without an agreement in writing executed by the Recipient, and the Company shall give the Recipient written notice of such change or modification reasonably promptly following the adoption of such change or modification.

(b) Binding Effect of the Agreement. This Agreement shall inure to the benefit of, and be binding upon, the Company, the Recipient and their respective estates, heirs, executors, transferees, successors, assigns and legal representatives.

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(c) Provisions Separable. In the event that any of the terms of this Agreement shall be or become or is declared to be illegal or unenforceable by any court or other authority of competent jurisdiction, such terms shall be null and void and shall be deemed deleted from this Agreement, and all the remaining terms of this Agreement remain in full force and effect.

(d) Notices. Any notice in connection with this Agreement shall be deemed to have been properly delivered if it is in writing and is delivered by hand or by facsimile or sent by registered certified mail, postage prepaid, to the party addressed as follows, unless another address has been substituted by notice so given:

To the Recipient:	To the Recipient’s address as set forth on the<br> signature page hereof.
To the Company:	Sebastian Giordano, CEO
	Transportation and Logistics Systems, Inc.
	5500 Military Trail, Ste 22-357
	Jupiter, Florida 33458
	Email: sebastian.giordano@tlss-inc.com

(e) Construction. The headings and subheadings of this Agreement have been inserted for convenience only, and shall not affect the construction of the provisions hereof. All references to sections of this Agreement shall be deemed to refer as well to all subsections which form a part of such section.

(f) Employment Agreement. This Agreement shall not be construed as an agreement by the Company or any affiliate of the Company to employ the Recipient.

(g) Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada, without giving effect to the principles of conflicts of law of such state.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or caused this Agreement to be executed under seal, as of the date first above written.

TRANSPORTATION AND LOGISTICS SYSTEMS, INC.
By:
Name:	Sebastian Giordano
Title:	Chief Executive Officer
RECIPIENT:
---
[NAME]
[ADDRESS]
[CITY], [STATE] [ZIP]

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ScheduleI to Form of Stock Award Agreement

Recipient	Number of Shares of Series J Preferred Awarded
Sebastian<br> Giordano	4,000
Jill<br> Czerniak	125
CFO<br> Oncall, Inc.	350
Tasrin<br> Ahmed	300

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Exhibit 10.4