Every 8-K that TRANSPORTATION & LOGISTIC (TLSS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TLSS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TLSS filings page.
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 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.
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 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. 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. 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.
Transportation and Logistics Systems, Inc. (TLSS) entered into settlement agreements to retire $378,491.25 of outstanding liabilities in exchange for issuing 3,785 shares of its Series J Senior Convertible Preferred Stock. The agreements were signed on October 15, 2025.
The creditors’ settlements were conditioned on at least 50% of the outstanding shares of the Company’s Series E and Series G Convertible Preferred Stock being exchanged for Series J Preferred Stock, a condition the Company states has been satisfied. The securities to be issued, including any common shares issuable upon conversion of the Series J Preferred Stock, will be issued in reliance on the Securities Act Section 3(a)(9) exemption.
The settlement agreements include customary representations and warranties. A form of the settlement agreement is filed as Exhibit 10.1.
Transportation & Logistics Systems, Inc. entered into a settlement agreement to resolve a promissory note issued on August 27, 2025 with an original principal of $50,000. The creditor agreed to settle aggregate outstanding liabilities of $50,273.970, including accrued interest, in exchange for 503 shares of the company’s Series J Senior Convertible Preferred Stock (par value $0.001).
The settlement was conditioned on certain preferred-stock exchanges—holders of at least 50% of Series E and Series G outstanding shares exchanging into Series J—which condition was satisfied, along with the company’s representations and warranties and the Common Stock not being suspended from trading.