Material Agreement, Financial Obligation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Promissory Note

On July 16, 2026, Transportation and Logistics Systems, Inc. (the "Company", "we", "us" or "our") entered into an amended and restated 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 on September 30, 2026, with C/M Capital Master Fund, LP (the "Lender"). The Note amends and restates the unsecured non-convertible promissory note previously issued by the Company to the Lender on August 25, 2025 in the principal amount of $50,000, which the Lender advanced to 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 of any requisite Company SEC and OTC filings; (ii) such tax-related and other activities as may be necessary or legally required from time to time to restore the Company to good standing from applicable tax and compliance perspectives; (iii) transfer agent costs; and (iv) fees for routine litigation matters in the ordinary course of business.

The 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. The Company may also repay the Note upon maturity or at such time as the Company and the Lender may agree to effect repayment. The Note also contains 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 amendment and restatement of the Note, the Company also entered into an amended and restated letter agreement, dated July 17, 2026 (the "Letter Agreement"), with the Lender, which amends and restates the letter agreement previously entered into between the Company and the Lender. The Letter Agreement sets forth, among other items, the intended use of proceeds of the Note as described above, confirms that the Note is in parity with the other outstanding note issued by the Company to the Lender, and extends the maturity date of the Note to September 30, 2026.

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

Item 2.03. 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.