Transportation & Logistics Systems, Inc. SEC Filings

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.

Transportation and Logistics Systems, Inc. entered into a First Amendment to its Member Interest and Asset Exchange Agreement to acquire 80% of Patriot Glass Solutions, LLC and four nanotechnology patents. The $4,750,000 merger consideration is payable in 47,500 shares of TLSS Series J Senior Convertible Preferred Stock at $100 stated value per share.

The amendment mainly extends key deadlines: the effective time dates now run to June 15 and July 1, 2026, and PGS financial statements, schedules, and access deliverables must be provided by June 15, 2026. Closing is expected by July 1, 2026, subject to due diligence, landlord consents, delivery of financials, accurate representations, and other customary conditions. PGS focuses on safety and security window film solutions using proprietary C‑Bond glass-strengthening technology, which TLSS views as aligned with its strategy to grow in the safety and security technology industry.

Transportation and Logistics Systems, Inc. (TLSS) reported another loss-making quarter with no operating revenue and a continued wind-down of its legacy logistics business. For the three months ended March 31, 2026, the company recorded a net loss of $324,884, narrower than the $498,270 loss a year earlier, driven mainly by lower legal and professional fees and reduced compensation costs.

Total assets were only $14,868, including cash of $11,118, against current liabilities of $8,549,385, leaving a shareholders’ deficit of $20,681,157 and an accumulated deficit of $147,765,531. Management states that TLSS is insolvent, has no operating business, and that these conditions raise substantial doubt about its ability to continue as a going concern.

The quarter also highlights a planned strategic pivot. On April 1, 2026, TLSS agreed to acquire 80% of Patriot Glass Solutions, LLC and four nanotechnology patents through a reverse triangular merger, for merger consideration of $4,750,000 payable in 47,500 shares of Series J Senior Convertible Preferred Stock. Closing is expected no later than June 1, 2026, subject to due diligence, delivery of PGS financial statements, landlord consents, and other customary conditions. TLSS describes a new primary strategy to build a safety and security technology platform via acquisitions, but there is no assurance it can successfully replace its discontinued businesses or achieve profitability.

Transportation and Logistics Systems, Inc. entered into an unsecured, non-convertible promissory note for $100,000 with C/M Capital Master Fund, LP on April 24, 2026. The note bears 10% annual interest and matures six months after issuance.

The company received $100,000 in gross proceeds, primarily to fund SEC and OTC filings, tax and compliance work to restore good standing, transfer agent costs, and routine litigation fees. The note can be prepaid at any time with three business days’ notice and no penalty.

The agreement includes customary events of default. If a default is not cured within 30 days after the lender demands repayment on five business days’ notice, a 5.0% per month default penalty applies on the entire outstanding balance in addition to the 10% interest, and the lender may accelerate all amounts due.

Transportation and Logistics Systems, Inc. agreed to acquire 80% of Patriot Glass Solutions and four nanotechnology patents for $4,750,000, payable in 47,500 shares of Series J Senior Convertible Preferred Stock. The deal is structured as a reverse triangular merger, with PGS remaining the surviving entity.

The closing is expected no later than June 1, 2026, subject to audited and unaudited PGS financials, due diligence, landlord consents, accurate representations, and other customary conditions. TLSS positions this transaction as part of its strategy to grow in the safety and security technology industry through strategic acquisitions.

Transportation and Logistics Systems, Inc. (TLSS) filed its annual report showing it is now essentially a shell company with no operating business and continuing insolvency. All revenue-generating subsidiaries ceased operations by mid‑February 2024, with several placed into Chapter 7 bankruptcy and deconsolidated.

For 2025 TLSS reported net income of $33,833, driven almost entirely by a $1,988,931 gain on debt extinguishment, following a $3,824,470 net loss in 2024. As of March 27, 2026, cash was only $11,246 against a $7,934,095 working capital deficit, and the company states it will need additional financing just to meet SEC reporting costs.

The report emphasizes that TLSS meets the SEC definition of a shell company, faces major restrictions on Rule 144 resales and registered offerings, and trades thinly on the OTC markets. Dilution risk is extreme: as of March 30, 2026, about 11.0 billion shares of common stock were issuable upon conversion of outstanding Series J preferred stock, versus 5.89 billion shares outstanding. Numerous legacy legal matters are described, with several resolved via settlements paid in Series J preferred shares.

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.