TLSS holders back 5,000-for-1 reverse stock split

Q: What did TLSS stockholders approve at the August 11, 2026 special meeting?

Stockholders approved an amendment for a 5,000-for-1 reverse stock split of issued and outstanding common stock and a proposal permitting adjournment of the special meeting to solicit additional proxies if necessary.

Q: How many Transportation and Logistics Systems (TLSS) votes supported the reverse split?

The reverse split received 9,610,239,283 votes for, 852,596,155 votes against, and 1,158,955 abstentions, with 0 broker non-votes recorded on this proposal.

Q: What was the quorum and participation level at the TLSS special meeting?

A total of 10,463,994,393 votes were present in person or by proxy, representing approximately 61.80% of the 16,931,837,474 votes entitled to be cast, which constituted a quorum.

Q: What are the voting rights of TLSS Series J Senior Convertible Preferred Stock?

Each share of TLSS Series J Senior Convertible Preferred Stock was entitled to 100,000 votes, voting together with common stock as a single class at the special meeting held on August 11, 2026.

Q: Is the TLSS 5,000-for-1 reverse stock split already effective?

The reverse stock split is not yet effective. It will become effective only after FINRA approves processing and a certificate of amendment is filed with the Nevada Secretary of State.

Q: How many TLSS shares were outstanding on the special meeting record date?

As of the June 11, 2026 record date, TLSS had 5,889,437,474 shares of common stock and 110,424 shares of Series J Senior Convertible Preferred Stock issued, outstanding, and entitled to vote.

Transportation and Logistics Systems, Inc. held a special stockholder meeting on August 11, 2026, conducted virtually.

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Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Common shares outstanding: 5,889,437,474 shares Series J Preferred shares outstanding: 110,424 shares Total votes entitled: 16,931,837,474 votes +5 more

8 metrics

Common shares outstanding 5,889,437,474 shares Common stock issued and outstanding as of June 11, 2026 record date

Series J Preferred shares outstanding 110,424 shares Series J Senior Convertible Preferred Stock outstanding as of June 11, 2026

Total votes entitled 16,931,837,474 votes Aggregate votes entitled to be cast at the special meeting

Votes present (quorum) 10,463,994,393 votes Votes present or represented by proxy, about 61.80% of entitled votes

Reverse split ratio 5,000-for-1 Approved ratio for reverse stock split of issued and outstanding common stock

Proposal 1 votes for 9,610,239,283 votes Votes cast in favor of reverse stock split amendment

Proposal 1 votes against 852,596,155 votes Votes cast against reverse stock split amendment

Proposal 2 votes for 9,600,169,766 votes Votes cast in favor of adjournment proposal

Key Terms

reverse stock split, Series J Senior Convertible Preferred Stock, quorum, Broker Non-Votes, +1 more

5 terms

reverse stock split financial

"to effect a reverse stock split of the Company’s issued and outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Series J Senior Convertible Preferred Stock financial

"and 110,424 shares of the Company’s Series J Senior Convertible Preferred Stock"

quorum financial

"were present in person or represented by proxy at the Special Meeting, which constituted a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Broker Non-Votes financial

"Abstain | | | Broker Non-Votes | ---------------------------------------------------------------"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Financial Industry Regulatory Authority regulatory

"the Company has obtained approval from the Financial Industry Regulatory Authority"

A financial industry regulatory authority is an official body that sets and enforces rules for banks, brokerages, exchanges and other financial firms, acting like a referee or traffic system to keep markets orderly and safe. For investors it matters because the authority’s oversight, licensing, investigations and rule changes affect market fairness, company risk and the reliability of financial information, which can influence investment value and confidence.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TLSS stockholders approve at the August 11, 2026 special meeting?

Stockholders approved an amendment for a 5,000-for-1 reverse stock split of issued and outstanding common stock and a proposal permitting adjournment of the special meeting to solicit additional proxies if necessary.

How many Transportation and Logistics Systems (TLSS) votes supported the reverse split?

The reverse split received 9,610,239,283 votes for, 852,596,155 votes against, and 1,158,955 abstentions, with 0 broker non-votes recorded on this proposal.

What was the quorum and participation level at the TLSS special meeting?

A total of 10,463,994,393 votes were present in person or by proxy, representing approximately 61.80% of the 16,931,837,474 votes entitled to be cast, which constituted a quorum.

What are the voting rights of TLSS Series J Senior Convertible Preferred Stock?

Each share of TLSS Series J Senior Convertible Preferred Stock was entitled to 100,000 votes, voting together with common stock as a single class at the special meeting held on August 11, 2026.

Is the TLSS 5,000-for-1 reverse stock split already effective?

The reverse stock split is not yet effective. It will become effective only after FINRA approves processing and a certificate of amendment is filed with the Nevada Secretary of State.

How many TLSS shares were outstanding on the special meeting record date?

As of the June 11, 2026 record date, TLSS had 5,889,437,474 shares of common stock and 110,424 shares of Series J Senior Convertible Preferred Stock issued, outstanding, and entitled to vote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/12/2026 - 05:07 PM EDT

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): August 11, 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 of 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. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On August 11, 2026, Transportation and Logistics Systems, Inc., a Nevada corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”), which was conducted virtually via live webcast. As of June 11, 2026, the record date for the Special Meeting, there were 5,889,437,474 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and 110,424 shares of the Company’s Series J Senior Convertible Preferred Stock (the “Series J Preferred Stock”), issued and outstanding and entitled to vote at the Special Meeting. Each share of Common Stock was entitled to one vote and each share of Series J Preferred Stock was entitled to 100,000 votes, voting together with the Common Stock as a single class, for an aggregate of 16,931,837,474 votes entitled to be cast at the Special Meeting. A total of 10,463,994,393 votes, representing approximately 61.80% of the votes entitled to be cast, were present in person or represented by proxy at the Special Meeting, which constituted a quorum. The proposals voted upon at the Special Meeting are described in greater detail in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on June 29, 2026 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Special Meeting.

Proposal No. 1 — Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 5,000-for-1. The proposal was approved as set forth below:

For			Against				Abstain				Broker Non-Votes
9,610,239,283				852,596,155				1,158,955				0

Proposal No. 2 — Approval of an adjournment of the Special Meeting from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of Proposal No. 1 in the event the Company did not receive the requisite stockholder vote to approve such proposal or to establish a quorum. The proposal was approved as set forth below:

For			Against				Abstain				Broker Non-Votes
9,600,169,766				847,018,793				16,805,834				0

Notwithstanding the approval of Proposal No. 1 by the Company’s stockholders, the reverse stock split will not become effective until, among other things, the Company has obtained approval from the Financial Industry Regulatory Authority (“FINRA”) for the processing of the reverse stock split and has filed a certificate of amendment to its Amended and Restated Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada.

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: August 12, 2026	TRANSPORTATION AND LOGISTICS SYSTEMS, INC.

	By:	/s/ Sebastian Giordano
	Name:	Sebastian Giordano
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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