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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): June 1, 2026
Transportation
and Logistics Systems, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-34970 |
|
26-3106763 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
110
Chestnut Ridge Road, Suite 444
Montvale,
New Jersey 07645
(Address
of Principal Executive Offices)
(833)
764-1443
(Issuer’s
telephone number)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Forward
Looking Statements
Statements
in this report regarding Transportation and Logistics Systems, Inc. (the “Company”) that are not historical facts
are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ
materially from such statements. Any such forward-looking statements, including, but not limited to, financial guidance, are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements
that do not directly or exclusively relate to historical facts. In some cases, you can identify forward-looking statements by terms such
as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,”
“anticipates,” “intend,” “plan,” “goal,” “seek,” “strategy,”
“future,” “likely,” “believes,” “estimates,” “projects,” “forecasts,”
“predicts,” “potential,” or the negative of those terms, and similar expressions and comparable terminology.
These include, but are not limited to, statements relating to future events or our future financial and operating results, plans, objectives,
expectations, and intentions. Although we believe that the expectations reflected in these forward-looking statements are reasonable,
these expectations may not be achieved. Forward-looking statements are neither historical facts nor assurances of future performance.
Instead, they represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to known and
unknown risks, uncertainties and other factors outside of our control that could cause our actual results, performance or achievement
to differ materially from those expressed or implied by these forward-looking statements. In addition to the risks described above, these
risks and uncertainties include: our ability to successfully execute our business strategies, including integration of acquisitions and
the future acquisition of other businesses to grow our company; customers’ cancellation on short notice of master service agreements
from which we derive a significant portion of our revenue or our failure to renew such master service agreements on favorable terms or
at all; our ability to attract and retain key personnel and skilled labor to meet the requirements of our labor-intensive business or
labor difficulties which could have an effect on our ability to bid for and successfully complete contracts; our failure to compete effectively
in our highly competitive industry could reduce the number of new contracts awarded to us or adversely affect our market share and harm
our financial performance; our ability to adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our
industry’s and customers’ evolving demands; our history of losses, deficiency in working capital and stockholders’
equity and our ability to achieve sustained profitability; remaining weaknesses in our internal control over financial reporting and
our ability to maintain effective controls over financial reporting in the future; our remaining liabilities and indebtedness could adversely
affect our business, financial condition and results of operations and our ability to meet our payment obligations; unanticipated and
materially adverse developments in our few remaining litigations; the impact of new or changed laws, regulations or other industry standards
that could adversely affect our ability to conduct our business; and changes in general market, economic and political conditions in
the United States and global economies or financial markets, including those resulting from natural or man-made disasters.
These
forward-looking statements represent our estimates and assumptions only as of the date of this report and, except as required by law,
we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future
events or otherwise after the date of this report. Given these uncertainties, you should not place undue reliance on these forward-looking
statements and should consider various factors, including the risks described, among other places, in our most recent Annual Report on
Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the Securities and Exchange Commission.
Item
1.01 Entry into a Material Definitive Agreement.
Transportation
and Logistics Systems, Inc. (OTC OID: TLSS), (“TLSS” or the “Company”), a publicly traded holding company, announced
that, on June 1, 2026, the Company, TLSS Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, (the
“Acquisition Sub”), and TLSS Reverse PGS, LLC, a Texas limited liability company and a wholly-owned subsidiary of the Acquisition
Sub (“Reverse”), entered into a First Amendment to Member Interest and Asset Exchange Agreement (the “First Amendment”)
with Badcer Ops, Inc., a Nevada corporation (the “Seller”), Jeff Badders and Mercer Street Global Opportunity Fund, LLC,
a Delaware limited liability company (“Mercer”), as the shareholders of the Seller (the “Seller Shareholders”),
Patriot Glass Solutions, LLC, a Texas limited liability company (“PGS”), and Michael Wanke (“Wanke”), the sole
Manager and twenty percent (20%) owner of PGS.
As
previously disclosed, on April 1, 2026, the Company, the Acquisition Sub and Reverse entered into a Member Interest and Asset Exchange
Agreement (the “Agreement”) with the Seller, the Seller Shareholders, PGS and Wanke. The Agreement provides for a reverse
triangular merger of Reverse with and into PGS, with PGS as the surviving entity, pursuant to which the Seller’s eighty percent
(80%) membership interest in PGS and four (4) nanotechnology patents (the “Patents”) will be exchanged, transferred and assigned
to the Acquisition Sub in exchange for the Merger Consideration described below.
The
First Amendment amends the Agreement to, among other things, extend certain key dates relating to the transaction. Specifically, the
First Amendment (i) amends the Effective Time provisions of the Agreement to delete the date “May 21, 2026” and replace it
with “June 15, 2026,” and to delete the date “June 1, 2026” and replace it with “July 1, 2026”; (ii)
amends the Due Diligence Period provisions to provide that the Schedule Delivery Date shall be no later than June 15, 2026; (iii) amends
the financial statement delivery provisions to require that the applicable PGS financial statements be delivered by June 15, 2026, in
lieu of ten (10) days prior to the Closing Date; and (iv) amends the full access and deliverables provisions to require delivery no later
than June 15, 2026. The Agreement, as modified by the First Amendment, remains in full force and effect, and to the extent of any inconsistency
between the terms of the First Amendment and the terms of the Agreement, the terms of the First Amendment shall supersede and control.
The
Seller is Badcer Ops, Inc., a Nevada corporation, whose shareholders are Mercer and Mr. Jeff Badders, an individual (together, the “Seller
Shareholders”). Mercer is an existing preferred stockholder of the Company.
The
Agreement provides for merger consideration (the “Merger Consideration”) equal to $4,750,000, payable in 47,500 shares of
TLSS Series J Senior Convertible Preferred Stock (the “TLSS Series J Preferred Shares”), with a stated value of $100 per
share, to be issued to the Seller at the closing of the transaction.
The
closing of the transaction is expected to occur no later than July 1, 2026, following the completion and delivery to TLSS of audited
financials for PGS for year-end 2024 and year-end 2025 and unaudited financials for PGS for the first quarter of 2026, which financials,
as amended by the First Amendment, are to be delivered no later than June 15, 2026, subject to the satisfaction or waiver of certain
closing conditions, including, among others: (i) the completion of satisfactory due diligence by TLSS; (ii) the accuracy of the representations
and warranties of the parties; (iii) the procurement of acceptable landlord consent to the assignment of and amendments to PGS’s
lease for its operating facilities; (iv) delivery of certain financial statements; and (v) other customary closing conditions as set
forth in the Agreement.
The
remaining 20% membership interest in PGS is currently held by and will be retained by Mr. Michael Wanke, the sole Manager of PGS. It
is a condition of closing that Mr. Wanke will enter into an employment agreement with PGS, the terms of which are to be agreed upon prior
to the expiration of the due diligence period.
The
Company’s primary go-forward strategy is to become a leader in the safety and security technology industry. The Company expects
to accomplish this goal, in part, by pursuing strategic acquisitions as a means of securing technologies and adding new markets in the
United States, expanding its safety and security service offerings, adding talented management and operational employees, expanding and
upgrading its technology platform and developing operational best practices. Moreover, one factor in assessing acquisition opportunities
is the potential for subsequent organic growth post-acquisition.
PGS
provides quality window tint solutions for auto, home, and business owners across Texas, specializing in automotive window tinting, residential
window film, and commercial window film that stop harmful UV rays from passing through its window films for reduced glare, comfortable
temperatures, and lower energy bills. PGS protects personal, school, government and commercial/business property across the United States
using C-Bond’s proprietary glass strengthening technology to protect property from looting, rioting, break-ins, and gunfire, including
our C-Bond BRS, a ballistic-resistant film system and C-Bond Secure, a multi-purpose glass strengthening primer and window
film mounting solution that deters forced entry. These products are sold and installed through a growing nationwide network of more
than 50 dealers.
The
Patents relate to the proprietary C-Bond nanotechnology applications and processes to enhance properties of strength, functionality,
and sustainability of brittle material systems used by PGS.
As
such, the Company believes that the acquisition of PGS is an excellent fit with its current business given its demographic location,
services offered, and diversified customer base, and given that it would provide the Company with a long-standing, well-run profitable
operation.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
First Amendment to Member Interest and Asset Exchange Agreement, dated as of June 1, 2026, by and among the Company, TLSS Acquisition, Inc., a Delaware corporation; TLSS Reverse PGS, LLC, a Texas limited liability company; Badcer Ops, Inc., a Nevada corporation; Jeff Badders; Mercer Street Global Opportunity Fund, LLC, a Delaware limited liability company; Patriot Glass Solutions, LLC, a Texas limited liability company; and Michael Wanke. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
June 5, 2026 |
TRANSPORTATION
AND LOGISTICS SYSTEMS, INC. |
| |
|
|
| |
By: |
/s/
Sebastian Giordano |
| |
Name:
|
Sebastian
Giordano |
| |
Title: |
Chief
Executive Officer |
