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Transportation & Logistics Systems, Inc. (TLSS) disclosed that it entered into a Third Amendment to its Member Interest and Asset Exchange Agreement to acquire Patriot Glass Solutions, LLC (PGS) and four nanotechnology patents from Badcer Ops, Inc. The structure remains a reverse triangular merger in which TLSS, through subsidiaries, will acquire the Seller’s 80% membership interest in PGS, while Michael Wanke retains the remaining 20% and is expected to enter an employment agreement with PGS as a condition to closing.
The Merger Consideration remains $4,750,000, payable in 47,500 shares of TLSS Series J Senior Convertible Preferred Stock with a stated value of $100 per share, to be issued to the Seller at closing. The Third Amendment primarily extends key dates: delivery of required PGS financial statements, due diligence schedules, and access/deliverables to no later than August 25, 2026, and the outside closing date to September 16, 2026. Closing is subject to completion of satisfactory due diligence, accurate representations and warranties, landlord consents for PGS’s facilities, delivery of specified financial statements, and other customary conditions.
PGS provides automotive, residential, and commercial window film solutions and security glass applications across Texas and the United States, using C-Bond’s proprietary glass-strengthening technologies sold through a network of more than 50 dealers. TLSS states that acquiring PGS and the related patents aligns with its strategy to expand within the safety and security technology industry and add a profitable, well-established operation.
Transportation & Logistics Systems, Inc. (TLSS) reports that for the quarter and six months ended June 30, 2026 it had no revenue, as all logistics and transportation operations were discontinued in February 2024. Continuing activities are limited to corporate, reporting and restructuring efforts while the company evaluates new business lines and acquisitions.
TLSS recorded a net loss of $320,975 for the quarter and $645,859 for the six months, compared with net income of $946,942 and $448,672 in the prior-year periods, which had included a large debt-extinguishment gain. Cash was $29,082 against current liabilities of $9,164,673, producing a working capital deficit of $9,134,091 and shareholders’ deficit of $21,280,731. The company discloses substantial doubt about its ability to continue as a going concern and remains insolvent, relying on small unsecured notes to fund filings and litigation while negotiating additional debt restructurings and pursuing a planned acquisition of Patriot Glass Solutions using $4.75 million of Series J preferred stock.
Transportation and Logistics Systems, Inc. held a special stockholder meeting on August 11, 2026, conducted virtually. As of the June 11, 2026 record date, there were 5,889,437,474 common shares and 110,424 Series J Senior Convertible Preferred shares outstanding, with each preferred share entitled to 100,000 votes, for a total of 16,931,837,474 votes eligible to be cast.
Stockholders approved an amendment to effect a 5,000-for-1 reverse stock split of issued and outstanding common stock, with 9,610,239,283 votes for, 852,596,155 against, and 1,158,955 abstentions. They also approved a proposal allowing adjournment of the meeting to solicit additional proxies if needed. A quorum was reached with 10,463,994,393 votes present, approximately 61.80% of votes entitled to be cast.
The reverse stock split will become effective only after, among other steps, receipt of FINRA approval for processing and the filing of a certificate of amendment with the Nevada Secretary of State.
Transportation and Logistics Systems, Inc. extended the contractual closing deadline for its planned acquisition of interests in Patriot Glass Solutions, LLC. Through wholly owned subsidiaries TLSS Acquisition, Inc. and TLSS Reverse PGS, LLC, the company delivered a formal Notice of Extension of Closing Date on July 31, 2026.
Under Section 1.2 of the Member Interest and Asset Exchange Agreement, the TLSS parties exercised an existing right to move the Closing Date from August 4, 2026 by up to fifteen (15) days, to no later than August 19, 2026. No other terms of the agreement were changed, and closing is still expected by that date, subject to satisfaction or waiver of the agreement’s closing conditions.
Transportation and Logistics Systems, Inc. reports a governance change with the resignation of Norman Newton from its Board of Directors, effective August 4, 2026. Newton also resigned from his positions on the company’s Audit Committee and Nomination Committee.
The company states that Newton’s resignation was not due to any disagreement with Transportation and Logistics Systems, Inc. on matters related to operations, policies, including accounting or financial policies, or practices. The report is signed by Sebastian Giordano, who serves as Chief Executive Officer, Chief Financial Officer and Treasurer.
Transportation and Logistics Systems, Inc. entered into an amended and restated unsecured non-convertible promissory note with C/M Capital Master Fund, LP for $50,000, bearing 10% annual interest and maturing on September 30, 2026. This replaces an August 25, 2025 note in the same principal amount.
Proceeds are designated primarily for SEC and OTC filings, tax and compliance work to restore good standing, transfer agent costs, and routine litigation fees. The note is prepayable without penalty on three business days’ notice and includes customary default triggers. After an uncured default, a 5.0% per month penalty above the base interest may apply. A related amended and restated letter agreement confirms the note is in parity with another lender note and reflects the extended maturity.
Transportation and Logistics Systems, Inc. entered into a Second Amendment to its Member Interest and Asset Exchange Agreement to acquire an 80% membership interest in Patriot Glass Solutions, LLC (PGS) and four nanotechnology patents through a reverse triangular merger. The amended agreement keeps total merger consideration at $4,750,000, payable in 47,500 TLSS Series J Senior Convertible Preferred shares with a stated value of $100 per share, and primarily extends key transaction deadlines.
The Schedule Delivery Date and required PGS audited 2024 and 2025 financials plus unaudited financials for the first two quarters of 2026 must be delivered by July 15, 2026, full access and deliverables are due by July 24, 2026, and the outside closing date is now August 4, 2026. Closing remains subject to satisfactory due diligence, accurate representations and warranties, landlord consent for PGS’s facilities lease, delivery of financial statements, and other customary conditions.
PGS’s remaining 20% interest will be retained by its sole manager, Michael Wanke, who is expected to enter into an employment agreement as a condition to closing. PGS provides window tint and security film solutions using proprietary C-Bond glass-strengthening technology, and TLSS views this acquisition as aligned with its strategy to build a safety and security technology platform with potential for post-acquisition organic growth.
Transportation & Logistics Systems, Inc. is asking stockholders to approve a 5,000‑for‑1 reverse stock split of its common stock at a special meeting on August 11, 2026. As of May 31, 2026, the company had 5,889,437,474 common shares outstanding and 110,424 shares of Series J Senior Convertible Preferred Stock outstanding.
If approved and implemented, every 5,000 common shares would be combined into one, reducing outstanding common shares to about 1,177,887 while leaving the 50,000,000,000 authorized share count and $0.001 par value unchanged. Series J preferred would adjust from being convertible into 100,000 common shares per share to 20, cutting aggregate common shares issuable on conversion from 11,042,400,000 to about 2,208,480.
The board cites potential benefits such as a higher trading price, improved market perception, and attracting institutional investors, but also notes risks including possible reduced liquidity and a lower overall market capitalization. A second proposal would allow adjournment of the special meeting to solicit additional proxies if needed. The board unanimously recommends voting FOR both proposals.
Transportation & Logistics Systems, Inc. is asking shareholders to approve a 5,000-for-1 reverse stock split of its common stock at a special virtual meeting on August 11, 2026. If approved and effected, the company states outstanding common shares would fall from 5,889,437,474 to approximately 1,177,887 shares. The amendment would not change authorized common shares (50,000,000,000) or par value ($0.001). The company also explains that the conversion ratio of its Series J Senior Convertible Preferred Stock will be adjusted from 100,000 pre-split to 20 post-split common shares per preferred share, reducing aggregate common shares issuable on conversion from 11,042,400,000 to approximately 2,208,480. The Board unanimously recommends a vote FOR both the Reverse Stock Split proposal and an adjournment proposal to solicit additional proxies if needed.