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. filings document the public-company records of a Nevada logistics and transportation issuer. Recent 8-K reports describe material definitive agreements, unsecured non-convertible promissory notes, settlement agreements for outstanding liabilities and unregistered issuances of Series J Senior Convertible Preferred Stock.
Registration and periodic-report disclosures cover capital-structure matters, common stock issuable upon conversion of preferred stock, shareholder voting matters, operating and financial results, and compliance-related funding for SEC and OTC filings. The filings also record covenant and default provisions in note agreements, creditor-settlement terms, governance disclosures and smaller-reporting-company status.
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.
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 $75,000 with C/M Capital Master Fund, LP on January 9, 2026. The note bears interest at 10% per year and matures six months after issuance. The company plans to use the funds mainly to pay costs for preparing and filing a Form S-1 registration statement, making required SEC and OTC Expert Market filings, handling tax and good-standing matters with taxing authorities, transfer agent costs, and routine litigation and other legal fees in the ordinary course of business.
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 December 15, 2025 to settle $1,400,711.62 of outstanding liabilities owed to Chairman and CEO Sebastian Giordano by issuing 10,007 shares of its Series J Senior Convertible Preferred Stock.
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 $500,000 in cash bonuses, including $250,000 upon closing a financing that raises at least $1,000,000 in gross proceeds and an additional $250,000 upon a financing that raises at least $2,500,000. The preferred shares and any common stock issuable upon conversion are being issued without SEC registration in reliance on Section 3(a)(9) of the Securities Act, and the parties plan to negotiate a new employment agreement for services on or after January 1, 2026 within 60 days of December 15, 2025.