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): December 17, 2025 (December 15, 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.)

110Chestnut Ridge Road

Montvale,New Jersey 07645

(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)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

In connection with the entry into the Retention Agreement (as defined below), on December 15, 2025, Transportation and Logistics Systems, Inc. (the “Company”, “we”, “us” or “our”) entered into a settlement agreement (the “Settlement Agreement”) with Sebastian Giordano, our Chairman, Chief Executive Officer and Chief Financial Officer, with respect to certain outstanding liabilities (the “Outstanding Liabilities”). Pursuant to the Settlement Agreement, Mr. Giordano agreed to settle an aggregate of $1,400,711.62 in Outstanding Liabilities in exchange for the issuance of an aggregate of 10,007 shares of the Company’s Series J Senior Convertible Preferred Stock, par value $0.001 per share (the “Series J Preferred Stock”). Mr. Giordano’s obligation to settle his liabilities was conditioned on 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, which conditions were satisfied on December 15, 2025.

The Settlement Agreement contains customary representations and warranties of the parties. The representations, warranties and covenants contained in the Settlement Agreement were made only for purposes of such agreement and as of a specific date, 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 Settlement Agreement, and such description is qualified in its entirety by reference to the 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.

Item3.02. 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 issued pursuant to the Settlement Agreement were, and the shares of the Company’s common stock, par value $0.001 per share, that are issuable upon conversion of the Series J Stock will be, issued in reliance upon the exemption from registration provided in Section 3(a)(9) of the Securities Act of 1933, as amended.

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

The disclosure set forth above in Item 1.01 of this Form 8-K is incorporated by reference herein. On December 15, 2025, the Company entered into a Retention Agreement (the “Retention Agreement”) with Mr. Giordano, pursuant to which Mr. Giordano agreed to continue to act as the Chairman, Chief Executive Officer and Chief Financial Officer of the Company and the Company agreed to pay Mr. Giordano up to $500,000 in cash bonuses upon the occurrence of certain events and the satisfaction or waiver of certain conditions. Pursuant to the Retention Agreement, upon the closing of a qualified financing in which the Company raises at least $1,000,000 in gross proceeds, the Company will pay Mr. Giordano a $250,000 cash bonus, and upon the closing of a financing in which the Company raises at least $2,500,000 in gross proceeds, the Company will pay Mr. Giordano an additional $250,000 cash bonus. In order for Mr. Giordano to receive such payments, among other things, Mr. Giordano was required to enter into the Settlement Agreement. In addition, the Company and Mr. Giordano agreed to, within 60 days of December 15, 2025, negotiate in good faith and enter into a new employment agreement with respect to services performed by Mr. Giordano for the Company on or after January 1, 2026.

The covenants contained in the Retention Agreement were made only for purposes of such agreement, 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 Retention Agreement, and such description is qualified in its entirety by reference to the Retention Agreement, which is attached as Exhibit 10.2 to this Form 8-K and is incorporated by reference herein.

Item9.01 Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Settlement Agreement, dated as of December 15, 2025, by and between Transportation Logistics Systems, Inc. and Sebastian Giordano.
10.2+	Retention Agreement, dated as of December 15, 2025, by and between Transportation Logistics Systems, Inc. and Sebastian Giordano.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

+ Indicates a management contract or any compensatory plan, contract or arrangement.

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: December 17, 2025

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

Exhibit10.1

SETTLEMENTAGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (this “Settlement Agreement”), dated as of the 15th day of December 2025, is made by and between Sebastian Giordano (the “Creditor”) and Transportation & Logistics Systems, Inc., a Nevada corporation (“TLSS” or the “Company”). The Company and the Creditor may also be referred to each, as a “Party” and collectively, as the “Parties”.

WHEREAS, the Creditor has provided services to the Company as its Chairman, Chief Executive Officer and Chief Financial Officer since February 16, 2024 (the “Services”);

WHEREAS, making any payment for the Services would jeopardize the going concern status of the Company;

WHEREAS, as of the date of this Settlement Agreement, the Creditor confirms that the total amount outstanding and owed by the Company for the Services through December 31, 2025 is $1,400,711.62 (the “Payable”);

WHEREAS, 2025 is the first year in which issuing shares of the Company would not prevent the Company from continuing as a going concern;

WHEREAS, the Parties have also entered into a retention agreement pursuant to which the Parties have agreed to negotiate an employment agreement with respect to any future performance of services by the Creditor to the Company; and

WHEREAS, in order to avoid further expense, delay and uncertainty the Creditor and the Company desire to settle and compromise all claims that have been asserted or could have asserted against one another in connection with the Services, without the admission or acknowledgment of fact, liability or wrongdoing, and each wishes to release the others from liability between and among them as of the date of this Settlement Agreement, subject only to the terms hereto;

NOWTHEREFORE, in consideration of the promises, mutual covenants and obligations of this Settlement Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1.	Settlement<br> of the Creditor’s Claims.

Subject to the satisfaction (or waiver) of the conditions set forth in Section 4(a) and 4(b) below, the Company and the Creditor hereby agree that, effective as of the Closing Date (as defined below), in full and complete satisfaction of all claims that the Creditor made or could have made against the Company arising in connection with the Services, including the Payable:

A. The Company shall issue and deliver to the Creditor, 10,007 shares of Series J Senior Convertible Preferred Stock, par value $0.001 per share (the “Series J Preferred Stock”), as set forth on the Creditor’s signature page hereto, such shares of Series J Preferred Stock having the designation, powers, privileges, preferences and relative participating, optional or other rights, if any, and the qualifications, limitations or restrictions as set forth in the Certificate of Designation of Preferences, Rights and Limitation of Series J Preferred Stock of the Company filed with the Secretary of State of the State of Nevada and attached hereto as Exhibit A (the “Certificate of Designations”);

B. The Creditor shall execute and deliver to the Company a Release substantially in the form attached hereto as Exhibit B; and

C. The Company shall execute and deliver to the Creditor a Release substantially in the form attached hereto as Exhibit C.

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| --- | | 2. | Closing. | | --- | --- |

The date and time of the closing (the “Closing”) of the transactions specified in Section 1 above (the “Closing Date”) shall be 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and the Creditor excluding any Saturday, any Sunday or any day which is a federal legal holiday in the United States (each day, a “Business Day” and multiple, “Business Days”)), subject to the notification and satisfaction (or waiver) of the conditions to Closing set forth in Sections 4(a) and 4(b) below. The Closing shall be undertaken remotely by electronic exchange of documentation.

3.	No<br> Liability.

The Parties agree that this Settlement Agreement constitutes the compromise of claims with respect to the Services and that this Settlement Agreement is not and should not be considered or construed as an admission of any fact, liability or wrongdoing on the part of any Party.

4.	Closing<br> Conditions.
(a)	Conditions<br> to the Company’s obligations hereunder. The obligations of the Company to the Creditor<br> hereunder are subject to the satisfaction of each of the following conditions, provided that<br> these conditions are for the Company’s sole benefit and may be waived by the Company<br> at any time in its sole discretion by providing the Creditor with prior written notice thereof:
---	---
(i)	The<br> Creditor shall have duly executed this Settlement Agreement and delivered the same to the<br> Company; and
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(ii)	The<br> representations and warranties of the Creditor, including those in Section 11 hereto, shall<br> be true and correct as of the date hereof and as of the Closing Date as though made at that<br> time (except for representations and warranties that speak as of a specific date which shall<br> be true and correct as of such specified date), and the Creditor shall have performed, satisfied<br> and complied with the covenants, agreements and conditions required by this Settlement Agreement<br> to be performed, satisfied or complied with by the Creditor at or prior to the Closing Date.
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(b)	Conditions<br> to the Creditor’s obligations hereunder. The obligations of the Creditor hereunder<br> are subject to the satisfaction of each of the following conditions, provided that these<br> conditions are for the Creditor’s sole benefit and may be waived by the Creditor in<br> respect of itself at any time in its sole discretion by providing the Company with prior<br> written notice thereof:
---	---
(i)	The<br> Company shall have duly executed this Settlement Agreement and delivered the same to the<br> Creditor;
---	---
(ii)	The<br> Company shall have used commercially reasonable efforts to obtain the listing of all of the<br> shares of common stock, $0.001 par value (the “Common Stock”) issuable upon conversion<br> of the shares of Series J Preferred Stock on each market or exchange on which the Common<br> Stock is then listed for trading or quoted (the “Trading Market”); and
(iii)	The<br> representations and warranties of the Company under this Settlement Agreement shall be true<br> and correct in all respects as of the date hereof and as of the Closing Date as though made<br> at that time (except for representations and warranties that speak as of a specific date<br> which shall be true and correct as of such specified date) and the Company shall have performed,<br> satisfied and complied in all respects with the covenants, agreements and conditions required<br> by this Settlement Agreement to be performed, satisfied or complied with by the Company at<br> or prior to the Closing Date.

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| --- | | 5. | Successors and Assigns. | | --- | --- |

This Settlement Agreement shall be binding upon, and inure to the benefit of, the Party’s successors and assigns, including any entity in which any Party merges, consolidates or reorganizes.

6.	Governing<br> Law.

The interpretation and enforcement of this Settlement Agreement shall be governed by the laws of the State of New York without regard to its conflict of law rules.

7.	Forum<br> Selection.

The Parties consent to the exclusive jurisdiction of the State and Federal Courts located in the State and City of New York, for any dispute arising out of this Settlement Agreement.

8.	Suits<br> for Enforcement and Remedies.

a. In any action to enforce the terms of this Settlement Agreement, no right or remedy herein is intended to be exclusive of any other right or remedy.

b. In any such action, the prevailing party shall be entitled to seek from the court its court costs and expenses and reasonable attorneys’ fees from the opposing party.

c. No forbearance, indulgence, delay or failure to exercise any right or remedy herein shall operate as a waiver, nor as acquiescence in any default, nor shall any single or partial exercise of such right or remedy or the exercise of any other right or remedy operate as a waiver.

9.	Notices.

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Settlement Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail; or (iii) one day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses, facsimile numbers and e- mail addresses for such communications shall be as follows, unless the Parties hereto are notified in writing of a different address:

If to the Creditor, in accordance with the contact information set forth on the Creditor’s signature page hereto.

If to the Company:	Sebastian Giordano, CEO
	Transportation and Logistics Systems, Inc.
	110 Chestnut Ridge Road, Suite 444
	Montvale, New Jersey 07645
	Email: sebastian.giordano@tlss-inc.com
With<br> a copy to:	David<br> E. Danovitch, Esq.
---	---
	Sullivan<br> & Worcester LLP
	1251 Avenue<br> of the Americas
	New York,<br> New York 10020
	Email:<br> ddanovitch@sullivanlaw.com

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| --- | | 10. | Entire Agreement and Amendment. | | --- | --- |

This Settlement Agreement together with the schedules and exhibits annexed hereto constitutes the entire agreement between the Parties concerning the subject matter hereof. All negotiations between and among the Parties with respect to the Payables are merged into this Settlement Agreement and there are no representations, warranties, covenants, understandings, agreements, oral or otherwise, in relation thereto between the Parties other than those incorporated herein and to be delivered hereunder. No provision of this Settlement Agreement may be amended other than by an instrument in writing signed by the Company and the Creditor. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. The Company hereby acknowledges and agrees that (i) all of the Company’s securities issued to the Creditor continue to remain in full force and effect, (ii) the execution, delivery and effectiveness of this Settlement Agreement shall not operate as an amendment of any right, power or remedy of the Creditor, and (iii) all such other securities are hereby ratified and confirmed in all respects.

11.	Representations,<br> Warranties and Covenants.

(a) Creditor Representations, Warranties and Covenants. The Creditor hereby represents and warrants to the Company that:

(i) Authorization; Enforcement; Validity. The Creditor has the requisite power and authority to execute and deliver this Settlement Agreement and perform its obligations hereunder; and this Settlement Agreement and the transactions contemplated hereby have been duly authorized by the Creditor and the Creditor’s general partner, advisor or Board of Directors, as the case may be. This Settlement Agreement has been duly and validly authorized, executed and delivered on behalf of the Creditor and constitutes the legal, valid and binding obligations of the Creditor enforceable against the Creditor in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(ii) No Conflicts. The execution, delivery and performance by the Creditor of this Settlement Agreement and the consummation by the Creditor of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Creditor or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Creditor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Creditor, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Creditor to perform its obligations hereunder.

(iii) Settlement and Release. The Creditor: (a) has read the terms of this Settlement Agreement and the Releases; (b) has been represented by counsel in connection with the review and execution of this Settlement Agreement; (c) fully understands the terms of this Settlement Agreement; (d) has been given sufficient time to consider whether to sign this Settlement Agreement; and (e) represents and warrants that no promises, statements or inducements have been made by the Company other than those expressly stated herein. The Creditor affirmatively represents that this Settlement Agreement is fair and executed freely.

(iv) Claims. The Creditor has not heretofore assigned, transferred, pledged or hypothecated, or agreed or purported to assign, transfer, pledge or hypothecate, to any entity or individual, any of the claims that were made or that could have been made based on the subject matter of this settlement.

(v) Compliance with Federal and State Securities Laws. For the purpose of compliance with federal and state securities laws, the Creditor hereby makes the representations and warranties to the Company which are set forth on Exhibit E of this Agreement.

(vi) Certificate of Designation for Series J Preferred Stock. The Creditor has been provided with the Certificate of Designation and Summary of Terms of the Series J Preferred Stock (the “Term Sheet”) attached hereto as Exhibit D in relation to the Series J Preferred Stock.

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(b) Company Representations, Warranties and Covenants. The Company hereby represents, warrants, agrees and covenants, as applicable, to and with the Creditor that:

(i) Organization and Qualification. Each of the Company and each of its subsidiaries are entities duly organized and validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each of its subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect. As used in this Settlement Agreement, “Material Adverse Effect” means any material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Company and its subsidiaries, individually or taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform any of its obligations hereunder.

(ii) Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Settlement Agreement and to issue the Series J Preferred Stock in accordance with the terms hereof. The execution and delivery of this Settlement Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including, without limitation, the issuance of the Series J Preferred Stock, have been duly authorized by the Company’s board of directors (the “Board of Directors”) and no further filing, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Settlement Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(iii) Issuance of Securities. The issuance of the shares of Series J Preferred Stock has been duly authorized and, upon issuance in accordance with the terms hereof, the shares of Series J Preferred Stock will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens and charges and other encumbrances with respect to the issue thereof and upon exercise in accordance with the Series J Preferred Stock, the shares of Common Stock issuable upon conversion of the Series J Preferred Stock have been duly authorized and, upon issuance in accordance with the terms of the Series J Preferred Stock, will be fully paid and nonassessable with the Creditor thereof being entitled to all rights accorded to a holder of Common Stock. The offer and issuance by the Company of the Series J Preferred Stock in conformity with this Settlement Agreement constitute transactions exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”).

(iv) No Conflicts. The execution, delivery and performance of this Settlement Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Series J Preferred Stock) will not (i) result in a violation of the Company’s Articles of Incorporation or Bylaws or other organizational documents of the Company or any of its subsidiaries, any capital stock of the Company or any of its subsidiaries or the articles of association or bylaws of the Company or any of its subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of any Trading Market and including all applicable foreign, federal laws, rules and regulations) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected.

(v) Consents. The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by this Settlement Agreement in accordance with the terms hereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Closing Date.

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(vi) Listing. The Company shall use commercially reasonable efforts to secure the listing or quotation of all of (i) the shares of Common Stock issuable upon conversion of the Series J Preferred Stock and (ii) any capital stock of the Company issued or issuable with respect to the shares of Common Stock issuable upon conversion of the Series J Preferred Stock, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise (the “Listed Securities”) upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed (subject to official notice of issuance) and shall use commercially reasonable efforts to maintain such listing or quotation of all Listed Securities. The Company may be unable to meet the requirements to remain listed or quoted on any Trading Market as the Company is insolvent and therefore currently unable to meet its existing financial obligations. As a result, the Company may not be able to pay all fees and expenses required to satisfy the listing requirements of a Trading Market.

(ix) No Integration Actions. None of the Company, any of its affiliates or any person acting on behalf of the Company or such affiliate will sell, offer for sale or solicit offers to buy in respect of any security (as defined in the 1933 Act) that would be integrated with the issuance of the Series J Preferred Stock or the shares of Common Stock issuable upon conversion of the Series J Preferred Stock in a manner that would require the registration under the 1933 Act of the issuance to the Creditor or require shareholder approval under the rules and regulations of the Trading Market, and the Company will take all action that is appropriate or necessary to assure that its offerings of other securities will not be integrated for purposes of the 1933 Act or the rules and regulations of the Trading Market with the issuance of Series J Preferred Stock contemplated hereby.

(x) Reservation of Shares. From the date hereof until the Closing, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than the maximum number of shares of Common Stock issuable upon conversion of the Series J Preferred Stock issuable under this Settlement Agreement.

(xi) Settlement and Release The Company: (a) has read the terms of this Settlement Agreement and the Releases; (b) has been represented by counsel in connection with the review and execution of this Settlement Agreement; (c) fully understands the terms of this Settlement Agreement; (d) has been given sufficient time to consider whether to sign this Settlement Agreement; and (e) represents and warrants that no promises, statements or inducements have been made by the Creditor other than those expressly stated herein. The Company affirmatively represent that this Settlement Agreement is fair and executed freely.

(xii) Claims. The Company has not heretofore assigned, transferred, pledged or hypothecated, or agreed or purported to assign, transfer, pledge or hypothecate, to any entity or individual, any of the claims that were made or that could have been made based on the subject matter of this settlement.

12.	Reporting<br> Status.

The Company is currently up to date with its periodic reports required to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”); however the Company has previously been untimely in its reporting obligations. Further, the Company may be unable to comply with its ongoing reporting requirements under the 1934 Act without additional funding as the Company has ceased all of its logistics and transportation operations and is currently unable to meet its existing financial obligations.

13.	Severability.

The invalidity or unenforceability of any provision or covenant of this Settlement Agreement shall not affect the validity or enforceability of any other provision or covenant hereof, and any such invalid provision or covenant shall be deemed to be severable.

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| --- | | 14. | No Construction Against Drafter. | | --- | --- |

This Settlement Agreement shall be construed without regard to the Party or Parties responsible for the preparation of same and shall be deemed as prepared jointly by the Parties. Any ambiguity or uncertainty existing herein shall not be interpreted or construed against any Party.

15.	Further<br> Assurances.

The Parties agree to execute and deliver such further instruments, and to take such further actions, as may be reasonably necessary or proper to effectuate and carry the purposes of this Settlement Agreement.

16.	Taxes.

Each of the Parties shall be responsible for payment of its own taxes in connection with consideration paid or received in connection with this Settlement Agreement.

17.	Headings.

The section headings contained in this Settlement Agreement are for the convenience of reference only and shall not affect the construction of any provision of this Settlement Agreement.

18.	Counterparts.

This Settlement Agreement may be executed in two or more counterparts, via facsimile and/or PDF copies, each of which shall be deemed to be an original, and all the counterparts taken together constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have duly executed this Settlement Agreement as of the date first above written.

TRANSPORTATION AND LOGISTICS SYSTEMS, INC.
By:	/s/ John Mercadante
Name:	John Mercadante
Title:	Chairman, Compensation Committee
SEBASTIAN GIORDANO
---
/s/ Sebastian<br> Giordano
Email: sebastian.giordano@tlss-inc.com
Number of shares of Series J Preferred Stock: 10,007

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EXHIBITA

ASFILED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES J SENIOR CONVERTIBLE PREFERRED STOCK

Please see Exhibit 3.1 to our Current Report on Form 8-K filed on May 7, 2025 and Exhibit 4.1 to our Current Report on Form 8-K filed on September 9, 2025.

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EXHIBITB

(CREDITOR’SRELEASE TO TRANSPORTATION AND LOGISTICS SYSTEMS, INC.)

GENERAL RELEASE

TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT:

Sebastian Giordano on behalf of himself and his past, present and future heirs, executors, administrators, successors and assigns, shareholders, partners, employees, agents, members, controlling persons, representatives, affiliates, subsidiaries or other entities controlled by them (hereinafter, collectively referred to as “RELEASORS”), in consideration of the securities provided for in the annexed Settlement Agreement and Mutual Release dated as of December 15, 2025, executed by the RELEASEE and the RELEASOR (the “Settlement Agreement”), and other good and valuable consideration received from Transportation and Logistics Systems, Inc. (hereinafter, referred to as “RELEASEE”), receipt whereof is hereby acknowledged, release and discharge the RELEASEE, and the RELEASEE’S past, present and future heirs, executors, administrators, successors, assigns, shareholders, partners, employees, agents, members, controlling persons, representatives, affiliates, subsidiaries or other entities controlled by them, from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands solely with respect to the Services, including the Payable (each as defined in the Settlement Agreement), in law, admiralty, or equity, which against the RELEASEE the RELEASOR ever had, now have or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing with respect to the Services and the Payable from the beginning of the world to, and including, the date of this RELEASE, except for the obligations set forth in the Settlement Agreement.

The words “RELEASOR” and “RELEASEE” include all releasors and all releasees under this RELEASE.

This RELEASE may not be changed orally but only by a writing signed by all the parties.

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INWITNESS WHEREOF, the RELEASOR has caused this RELEASE to be executed on the 15th day of December, 2025.

SEBASTIAN GIORDANO
WITNESS
---
Name:

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EXHIBITC

(TRANSPORTATIONAND LOGISTICS SYSTEMS, INC.’S RELEASE TO CREDITORS)

GENERAL RELEASE

TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT:

Transportation and Logistics Systems, Inc., on behalf of itself and its past, present and future heirs, executors, administrators, successors and assigns, shareholders, partners, employees, agents, members, controlling persons, representatives, affiliates, subsidiaries or other entities controlled by them (hereinafter, collectively referred to as “RELEASORS”), for good and valuable consideration received from Sebastian Giordano(hereinafter, referred to as “RELEASEE”), receipt whereof is hereby acknowledged, release and discharge the RELEASEE, RELEASES’ past, present and future heirs, executors, administrators, successors, assigns, shareholders, partners, employees, agents, members, controlling persons, representatives, affiliates, subsidiaries or other entities controlled by them, from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands solely with respect to the Services, including the Payable (each as defined in the Settlement Agreement (as defined below)), in law, admiralty, or equity, which against the RELEASEE the RELEASORS ever had, now have or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing with respect to the Services and the Payable from the beginning of the world to, and including, the date of this RELEASE, except for the obligations set forth in the Settlement Agreement and Mutual Release dated as of December 15, 2025, executed by the RELEASEE and the RELEASOR (the “Settlement Agreement”).

The words “RELEASORS” and “RELEASEES” include all releasors and all releasees under this RELEASE.

This RELEASE may not be changed orally but only by a writing signed by all the parties.

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INWITNESS WHEREOF, the RELEASOR has caused this RELEASE to be executed on the 15th day of December, 2025.

TRANSPORTATION AND LOGISTICS SYSTEMS, INC.
By:
Name:	John Mercadante
Title:	Chairman, Compensation Committee
WITNESS
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Name:

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EXHIBITD

SUMMARYOF TERMS FOR SERIES J SENIOR CONVERTIBLE PREFERRED STOCK

Issuer:	Transportation<br> and Logistics Systems, Inc. (the “Company”).
Authorized:	1<br> million of shares of Series J Senior Convertible Preferred Stock (the “Preferred Stock”), convertible into shares of the Company’s common stock (the “Common Stock”).
Stated Value:	$100 per share of Preferred Stock.
Redemption:	Upon<br> the occurrence of any trigger event, each holder shall have the right to cause the Company<br> to redeem all or part of their Preferred Stock at a price per share equal to 110% of the<br> stated value. Trigger events include, but are not limited to, (i) the failure to maintain<br> listing on an eligible trading market for five consecutive trading days, (ii) failure to<br> reserve sufficient number of Common Stock in case of full conversion of the Preferred Stock,<br> and (iii) insolvency or bankruptcy.
Conversion:	At<br> any time from and after the original issue date, subject to (i) the Common Stock beneficial<br> ownership limitation of 4.99%, and (ii) limitation on converting more than 10% of the trading<br> volume of the Common Stock on any given day except for if the conversion price is greater<br> than $0.40 per share of Common Stock.
Conversion Price:	The Preferred Stock can be<br> converted to Common Stock at any time for the conversion price of $0.001 per share, subject to adjustment including anti- dilution<br> for subsequent equity issuances.
Liquidation Preference:	The Preferred Stock shall<br> have a liquidation preference equal to and shall be entitled to receive out of the assets of the Company an amount in cash equal to<br> 120% of the aggregate stated value of all shares of Series J Preferred Stock held by each holder, respectively, in addition to all<br> accrued and unpaid dividends, prior and in preference to the Common Stock or any other series of preferred stock.
Dividends:	The<br> Preferred Stock dividend is cumulative and accruing at the rate of ten percent (10%) per<br> annum, payable at the option of the Company in shares of Common Stock or in cash, and shall<br> be computed on the basis of a 360-day year and twelve 30-day months. Dividend payments are<br> paid every six months beginning June 30, 2025.
Voting:	The<br> Preferred Stock shall have voting rights on an as converted basis. Further, as long as any<br> shares of Preferred Stock are outstanding, the Company shall not, without the affirmative<br> vote of holders of a majority of the then- outstanding shares of Preferred Stock, (i) alter<br> or change adversely the powers, preferences or rights given to the Preferred Stock or alter<br> or amend the Certificate of Designation for the Preferred Stock, (ii) amend the Company’s<br> Articles of Incorporation or other charter documents of the Company in a manner adverse to<br> the holders of Preferred Stock, (iii) increase the number of authorized Series J Preferred<br> Stock, or (iv) enter into any agreement with respect to (i) – (iii).

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EXHIBITE

COMPLIANCEWITH FEDERAL AND STATE SECURITIES LAWS

Additional Representations and Warranties of the Creditor. The Creditor hereby makes the following additional representations and warranties to the Company as of the date hereof and the date of any issuance of Series J Preferred Stock or any additional issuance of shares of Common Stock upon conversion thereof (“Securities”):

1.	Creditor<br> is acquiring the Securities for investment for its own account and without the intention<br> of participating, directly or indirectly, in a distribution of the Securities, and not with<br> a view to resale or any distribution of the Securities, or any portion thereof, except pursuant<br> to an exemption from registration under the 1933 Act or a registration statement under the<br> 1933 Act.
2.	Creditor<br> has knowledge and experience in financial and business matters and has consulted with its<br> own professional representatives as it has considered appropriate to assist in evaluating<br> the merits and risks of this investment. Creditor has had access to and an opportunity to<br> question the officers of the Company, or persons acting on their behalf, with respect to<br> material information about the Company, and, in connection with the evaluation of this investment,<br> has, to the best of its knowledge, received all information and data with respect to the<br> Company that Creditor has requested and which is necessary to enable Creditor to make an<br> informed decision regarding the purchase of the Securities. Creditor is acquiring the Securities<br> based solely upon its independent examination and judgment as to the prospects of the Company.<br> Creditor is not relying on any representation in connection with the subscription contemplated<br> hereby, except for those representations set forth herein.
3.	Creditor<br> represents and warrants that it has reviewed and the Company’s filings with the Commission.<br> Creditor has not in connection with making its investment decision with respect to the Securities,<br> relied on any representation or warranty about the Company, except as set forth herein.
4.	The<br> Securities were not offered to Creditor by means of publicly disseminated advertisements<br> or sales literature.
5.	In<br> consideration of the acceptance of any Series J Preferred Stock pursuant to this Settlement<br> Agreement, Creditor agrees that the Securities will not be offered for sale, sold or transferred<br> by Creditor other than pursuant to (i) an exemption available under the 1933 Act; or (ii)<br> a transaction that is otherwise in compliance with the 1933 Act; or (iii) an effective registration<br> under the federal securities law or other jurisdiction applicable to the transaction, an<br> exemption available under such laws, or a transaction that is otherwise in compliance with<br> such laws.
6.	Creditor<br> understands that no U.S. federal or state agency has passed upon the offering of the Securities<br> or has made any finding or determination as to the fairness of any investment in the Securities.
7.	Creditor<br> understands that the Series J Preferred Stock do not confer any rights of Common Stock ownership<br> in excess of what is set forth in the Certificate of Designations and merely represent the<br> right to acquire shares of Common Stock at a certain price. Creditor understands that there<br> is no assurance that the market price of the Common Stock will ever equal or exceed the conversion<br> price of the Series J Preferred Stock and, consequently, that the Creditor realize any profit<br> from the conversion of the Series J Preferred Stock.

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Exhibit 10.2

Transportationand Logistics Systems, Inc.

110Chestnut Ridge Road

Suite444

Montvale,New Jersey 07645

December 15, 2025

Mr. Sebastian Giordano

Re:	Retention Agreement

Dear Sebastian:

Due to the current financial position of Transportation and Logistics Systems, Inc. (the “Company”), the Company has been unable to compensate you for services due as the Company’s Chairman, Chief Executive Officer and Chief Financial Officer, including pursuant to the terms of an Employment Agreement (the “EA”) since February 16, 2024. Compensating you for such services would jeopardize the going concern status of the Company. Notwithstanding the Company’s default under the EA, you have continued to act as the Chairman, Chief Executive Officer and Chief Financial Officer pursuant to one or more Standstill Agreements executed between you and the Company, the last of which extended your continued service through November 30, 2025.

The Company is currently in transition and is actively seeking a new business opportunity. Given your experience with the Company, it seeks your assistance with its anticipated transition once a new business opportunity is secured. Accordingly, the Compensation Committee has recommended to the Board of Directors of the Company (the “Board”) that in lieu of the EA, you be offered the opportunity to receive a retention payment (“Retention Bonus”) if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which shall be effective as of December 15, 2025 (the “EffectiveDate”).

1.	Payment<br> of Retention Bonus.

Subject to satisfaction of the conditions set forth below, you will be paid a Retention Bonus in the amount of $500,000, payable as follows:

(a)	$250,000<br> will be paid within five (5) business days of the Company closing a minimum of $1,000,000<br> in an initial financing not later than December 31, 2026 (“Initial Payment Date”);<br> and
(b)	The<br> remaining $250,000 will be paid within five (5) business days of the Company closing any<br> subsequent financing or financings not later than December 31, 2026 in the minimum amount<br> of an aggregate amount of $2,500,000 (“Final Payment Date”).

The payment of the Retention Bonus is contingent upon and shall only be made if the Company has the resources to effect such payment and in order to receive the full $500,000 Retention Bonus, aggregate gross proceeds of financings must be at least $3,500,000. The resources are expected to come from one or more of any number of sources (or as a result of milestones), including, without limitation, a qualifying financing round(s) in gross proceeds as set forth in 1 (a) and (b) above (the “Financing Events”). For the avoidance of doubt, the Retention Bonus is not compensation for any services related to the procurement or execution of the Financing Events but is instead an incentive for your provision of continued services to the Company (on an “at will” basis unless and until a new employment agreement is entered into) and thus contingent on the improvement of the Company’s financial health and/or prospects following such an event, and the other conditions set forth in Section 2, below.

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| --- | | 2. | Conditions to Payment. | | --- | --- |

In order to receive the Retention Bonus, the following condition must be satisfied:

(a)	You<br> will enter into a Settlement Agreement and Mutual Release with the Company pursuant to which<br> you will have surrendered all rights to compensation for services through December 31, 2025<br> in an aggregate amount of $1,400,711.62 under your EA in exchange for the issuance of 10,007<br> shares of the Company’s Series J Senior Convertible Preferred Stock, which shares currently<br> have a fair market value of $0.00 per share on a fully diluted basis.
3.	Definitions.
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(a)

You will enter into a Settlement Agreement and Mutual Release with the Company pursuant to which you will have surrendered all rights to compensation for services through December 31, 2025 in an aggregate amount of $1,400,711.62 under your EA in exchange for the issuance of 10,007 shares of the Company’s Series J Senior Convertible Preferred Stock, which shares currently have a fair market value of $0.00 per share on a fully diluted basis.

Definitions.

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For purposes of this Agreement:

“Cause” means the occurrence of any of the following: (i) your breach of any material provision of any employment or other agreement with the Company; (ii) your failure to follow a lawful directive of the Board; (iii) your negligence in the performance or nonperformance of any of your duties or responsibilities; (iv) your dishonesty, fraud, or willful misconduct with respect to the business or affairs of the Company; (v) your conviction of, or plea of no contest to, any misdemeanor involving theft, fraud, dishonesty, or act of moral turpitude or to any felony; or (vi) your use of alcohol or drugs in a manner that materially interferes with the performance of your duties for the Company; provided, that in the event of a breach, a failure, or negligence described in clauses (i), (ii), or (iii), and in the first instance of a use of alcohol or drugs having the consequences described in this clause (vi), in any such case, that can be cured by you, the Company shall provide you with notice of the facts and circumstances which constitute such breach, failure, or negligence or use and shall provide you a 10 day period in which to cure such breach, failure, negligence or use, and the Company shall not terminate your employment for Cause if you cure such breach, failure, negligence or use within such 10 day period.

“GoodReason” means the occurrence of any of the following: (i) a reduction in your level below the level of Chairman and CEO; or (ii) the relocation of your principal work location outside of your area of residence, without your consent; provided, however, that Good Reason shall not exist unless (A) you give the Board a written statement of the basis for your belief that Good Reason exists, (B) such written statement is provided not later than 60 days after the initial existence of the condition that you believe forms the basis for resignation for Good Reason, (C) you give the Company at least 30 days after receipt of such written statement to cure the basis for such belief (the “Cure Period”), and (D) the Company does not cure the basis for such belief within the Cure Period.

4.	Termination<br> of Employment.

If you voluntarily terminate your employment with the Company (for other than Good Reason or you are terminated For Cause prior to either the Initial or Final Payment Dates (or any other condition set forth in paragraph 2 above is not satisfied), your right to payment of the Retention Bonus will be forfeited in its entirety.

5.	Tax<br> Withholding.

Payment of the Retention Bonus will be subject to applicable federal, state and local tax withholding.

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| --- | | 6. | Effect on Relationship between the Parties. | | --- | --- |

You and the Company acknowledge that unless and until a new employment agreement is entered into between you and the Company, you are entitled to no other compensation for the performance of any services to the Company, even after December 31, 2025. Notwithstanding the preceding sentence, you and the Company agree to negotiate in good faith, within 60 days of the Effective Date, a new employment agreement with respect to services performed on or after January 1, 2026.

You and the Company further agree that the EA, as modified by any and all Standstill Agreements, is hereby terminated effective as of the Effective Date and that neither Party shall have any obligation to the other pursuant thereto, other than those related to confidentiality, noncompetition and non-solicitation, which shall survive such termination.

7.	Assignment.

The obligation to pay the Retention Bonus is solely that of the Company, provided that the Company may assign its obligations to any entity that succeeds the Company. You may not assign your right to receive the Retention Bonus.

8.	No<br> Right to Continued Employment.

The grant of this Retention Bonus opportunity does not give you any right to continue your employment relationship with the Company and you shall remain subject to discharge to the same extent as if this opportunity were not granted to you.

9.	Governing<br> Law.

Any dispute arising under this Agreement shall be decided by applying the laws of the State of New York, without regard to conflicts of law principles.

10.	Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

11.	Entire<br> Agreement; Amendment.

This Agreement constitutes the entire agreement between you and the Company with respect to the Retention Bonus and supersedes any and all prior agreements or understandings between you and the Company with respect to the Retention Bonus, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by you and the Company.

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We hope that this arrangement encourages your continued commitment to the Company. Please acknowledge your agreement to the terms of this Agreement by countersigning it in the space below and returning it to me.

Sincerely,

Transportation and Logistics Systems, Inc.		Agreed to and acknowledged by:
		Sebastian Giordano
	/s/ John Mercadante		/s/ Sebastian Giordano
Name:	John Mercadante
Title:	Chairman, Compensation Committee
		Date:	December 15, 2025

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