Transportation & Logistics Systems, Inc. (TLSS) extended the maturity of outstanding principal and interest on two existing notes to December 31, 2026; their original principal amounts were $75,000 and $100,000. The company also issued a new $50,000 unsecured, non-convertible promissory note to Mercer Street Global Opportunity Fund LLC, an existing preferred stockholder, and received $50,000 in gross proceeds on October 23, 2026.
The new note bears 10% simple annual interest, payable with principal in cash on December 31, 2026. It may be prepaid with three prior business days' written notice and ranks in parity with the existing notes. Proceeds are restricted to specified SEC and OTC filings, tax and compliance work to restore good standing, transfer-agent costs and routine litigation; the note also identifies auditor, financial printer, transfer-agent and accounting costs as its purpose. Its default provisions allow repayment demands on five business days' notice and provide for a 5.0% monthly penalty after the stated 30-day period if full payment is not made.
Transportation & Logistics Systems, Inc. (TLSS) made a 5,000-for-1 reverse stock split effective October 2, 2026. Each holder’s common shares were converted to whole shares by dividing the pre-split count by 5,000.
No fractional shares were issued: holders who otherwise would have received a fraction received one whole post-split share, with no cash or other consideration paid in lieu. Split-adjusted trading on OTC Markets under the existing symbol TLSS will begin once The Depository Trust Company completes processing of the rounding up of fractional shares at the beneficial owner level.
Transportation & Logistics Systems, Inc. (TLSS) amended its agreement to acquire Badcer Ops, Inc.’s 80% membership interest in Patriot Glass Solutions, LLC (PGS) and four nanotechnology patents. The $4,750,000 Merger Consideration is payable to the seller at closing in 47,500 shares of TLSS Series J Senior Convertible Preferred Stock, with a stated value of $100 per share.
The Fourth Amendment extends the deadlines for PGS financial statements and other due-diligence deliverables to September 25, 2026, and the outside closing date to October 1, 2026. Closing is expected no later than October 1, 2026, following delivery of the required financial statements and subject to satisfaction or waiver of conditions, including satisfactory due diligence, accurate representations and warranties, acceptable landlord consent, and other customary conditions.
Michael Wanke will retain PGS’s remaining 20% membership interest; an employment agreement with PGS is a closing condition, with terms to be agreed before the due-diligence period expires. PGS provides window-film solutions and C-Bond glass-strengthening products, sold and installed through a nationwide network of more than 50 dealers.
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.