Welcome to our dedicated page for Transportation SEC filings (Ticker: TLSS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Transportation and Logistics Systems, Inc. (TLSS) SEC filings provide detailed insight into the company’s history as a logistics and transportation holding company and its subsequent transition after ceasing operations. TLSS is incorporated in Nevada and its common stock is quoted on the OTC market under the symbol TLSS, as described in its Form S-1 registration statement.
The S-1 filed in January 2026 explains that TLSS ceased all remaining operations as of mid-February 2024 and describes its prior role as an asset-based provider of ecommerce fulfillment, last mile deliveries, two-person home delivery, mid-mile and long-haul services, supported by warehouse locations in New York, New Jersey, Connecticut and Massachusetts. Earlier periodic reports on Forms 10-K and 10-Q, which are referenced in company press releases, contain audited and unaudited financial statements, revenue and loss figures, and management discussion of acquisitions, cost structure and cash flow.
Recent Forms 8-K document material events such as settlement agreements in which creditors and the company’s chief executive officer agreed to exchange outstanding liabilities for shares of Series J Senior Convertible Preferred Stock. Other 8-K filings describe promissory notes used to fund regulatory and legal costs related to the preparation and filing of the S-1 and other required submissions. These filings, together with the S-1, outline the terms of the Series J preferred stock, the number of shares covered, and the registration of common stock issuable upon conversion.
On Stock Titan’s TLSS filings page, users can review these SEC documents in sequence to understand how the company’s operations, capital structure and obligations evolved over time. AI-powered summaries can help explain key sections of annual reports (10-K), quarterly reports (10-Q), current reports (8-K) and registration statements (S-1), highlight significant risk factors and describe the implications of preferred stock conversions and liability settlements for existing common shareholders.
Transportation and Logistics Systems, Inc. has filed a resale prospectus covering up to 10,652,400,000 shares of common stock issuable upon conversion of 106,524 shares of its Series J Senior Convertible Preferred Stock. All registered shares may be sold, from time to time, by existing holders, and the company will not receive proceeds from these resales.
The Series J Preferred largely arose from exchanges of earlier preferred stock and warrants, settlements of about $6.2 million in liabilities, and stock awards to executives, employees, advisors and creditors. As of February 3, 2026, the company had 5,887,267,891 common shares outstanding; assuming full conversion of all indicated preferred, shares outstanding after the offering would be 16,539,667,891, meaning substantial dilution for existing holders.
The company ceased all remaining operations in mid‑February 2024 and now functions as a holding company quoted on the OTCID under the symbol TLSS. It qualifies as a smaller reporting company, relies on reduced disclosure requirements, and has a going‑concern emphasis in its audited financials. The prospectus highlights significant risks, including heavy dilution from preferred stock conversions, potential downward pressure on the stock price from large resales, and the likelihood that future financings or additional preferred issuances could further dilute common shareholders. The company has never paid dividends and plans to retain any future earnings.
Transportation and Logistics Systems, Inc. is registering up to 10,652,400,000 shares of common stock for resale by existing holders. These shares are issuable upon conversion of 106,524 shares of Series J Senior Convertible Preferred Stock at an assumed conversion price of $0.001 per share. All registered shares may be sold from time to time by the identified selling stockholders using various methods, and the company will not receive any proceeds from these resales.
The Series J Preferred was issued in exchanges, settlements of debt and liabilities, and service awards, converting prior preferred stock, warrants, notes, and payables into equity. As of January 12, 2026, the company had 5,887,267,891 common shares outstanding, and full conversion of the Series J Preferred would materially increase the share count, leading to significant potential dilution. TLSS has ceased all remaining operations as of mid‑February 2024 and is now a publicly traded holding company whose common stock trades on the OTC market under the symbol TLSS at very low per‑share prices.
Transportation and Logistics Systems, Inc. entered into an unsecured, non-convertible promissory note for
The note may be repaid at or before maturity with the lender’s agreement and includes customary default provisions. If the company fails to cure an event of default within 30 days after notice, a default penalty of 5% per month is added on top of the 10% interest on the entire outstanding balance, and the lender can accelerate all amounts due and pursue recovery actions.
Transportation and Logistics Systems agreed on
The company also entered into a Retention Agreement under which Mr. Giordano will continue as Chairman, Chief Executive Officer and Chief Financial Officer and may earn up to
Transportation & Logistics Systems reported that Chief Executive Officer and director Sebastian Giordano acquired 10,007 shares of Series J senior convertible preferred stock on
The Series J preferred is perpetual and convertible at the holder's election at an initial price of
Transportation and Logistics Systems, Inc. (TLSS)no revenue as it ceased operations in February 2024, and continues to classify prior operating units as discontinued operations.
For the nine months, TLSS recorded net income of $441,087, driven largely by a gain on debt extinguishment, while posting a loss from discontinued operations. Cash was $43,683 and total assets were $47,433 at quarter-end. Shareholders’ deficit was $(19,674,143), with 5,889,437,474 common shares outstanding. The balance sheet includes $10,606,530 of Series J preferred stock recorded at redemption value as temporary equity.
Management states there is substantial doubt about TLSS’s ability to continue as a going concern given the lack of operations, working capital constraints, and the need for additional financing. The company has restructured certain obligations, converting notes, payables and accrued dividends into Series J preferred, which contributed to reported gains.
Transportation and Logistics Systems, Inc. (TLSS) entered into settlement agreements to retire $378,491.25 of outstanding liabilities in exchange for issuing 3,785 shares of its Series J Senior Convertible Preferred Stock. The agreements were signed on October 15, 2025.
The creditors’ settlements were conditioned on at least 50% of the outstanding shares of the Company’s Series E and Series G Convertible Preferred Stock being exchanged for Series J Preferred Stock, a condition the Company states has been satisfied. The securities to be issued, including any common shares issuable upon conversion of the Series J Preferred Stock, will be issued in reliance on the Securities Act Section 3(a)(9) exemption.
The settlement agreements include customary representations and warranties. A form of the settlement agreement is filed as Exhibit 10.1.
Transportation & Logistics Systems, Inc. entered into a settlement agreement to resolve a promissory note issued on August 27, 2025 with an original principal of $50,000. The creditor agreed to settle aggregate outstanding liabilities of $50,273.970, including accrued interest, in exchange for 503 shares of the company’s Series J Senior Convertible Preferred Stock (par value $0.001).
The settlement was conditioned on certain preferred-stock exchanges—holders of at least 50% of Series E and Series G outstanding shares exchanging into Series J—which condition was satisfied, along with the company’s representations and warranties and the Common Stock not being suspended from trading.