Transportation & Logistics Systems (TLSS) settles liabilities with Series J stock

Rhea-AI Filing Summary

Transportation & Logistics Systems reported that Chief Executive Officer and director Sebastian Giordano acquired 10,007 shares of Series J senior convertible preferred stock on December 15, 2025. These preferred shares were received under a settlement agreement in exchange for the settlement of certain liabilities.

The Series J preferred is perpetual and convertible at the holder's election at an initial price of $0.001 per share of common stock, representing 1,000,700,000 underlying common shares. A 4.99% beneficial ownership limitation restricts conversions that would take his common stock ownership above that level, and following the transaction he directly beneficially owned 15,332 derivative securities.

Insights

Equity capital markets analyst

CEO receives low-priced perpetual convertible preferred in a liability settlement, with a 4.99% ownership cap.

Transportation & Logistics Systems granted CEO Sebastian Giordano 10,007 shares of Series J senior convertible preferred stock on December 15, 2025, received under a settlement agreement in exchange for the settlement of certain liabilities. Each preferred share is convertible into common stock at an initial price of $0.001 per share, tied to 1,000,700,000 underlying common shares of common stock.

The Series J preferred is perpetual and therefore has no expiration date, but its conversion is constrained by a 4.99% beneficial ownership limitation that prevents conversions taking his common stock holdings above that threshold immediately after conversion. After this transaction, Giordano directly beneficially owned 15,332 derivative securities, so any future impact on the common equity base will depend on how and when he elects to convert within that ownership limit.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GIORDANO SEBASTIAN

(Last) (First) (Middle)

149 SCHWEITZER LANE

(Street)

BARDONIA NY 10954

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Transportation & Logistics Systems, Inc. [ TLSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series J Senior Convertible Preferred Stock	$0.001	12/15/2025		A		10,007(2)		(1)	(1)	Common Stock	1,000,700,000	(2)	15,332	D

Explanation of Responses:

1. The Series J senior convertible preferred stock is convertible at any time, at the holder's election, at an initial conversion price of $0.001 per share of common stock and is perpetual and therefore has no expiration date. The Series J senior convertible preferred stock is subject to a contractual limitation such that the reporting person may not convert Series J senior convertible preferred stock to the extent that after giving effect to such conversion, the reporting person (together with its attribution parties as defined in the certificate of designations) would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion.

2. Received pursuant to a settlement agreement between the Reporting Person and the Issuer, dated as of December 15, 2025, in exchange for the settlement of certain liabilities.

	/s/ Sebastian Giordano	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Transportation & Logistics Systems (TLSS) disclose for its CEO?

The company disclosed that Chief Executive Officer and director Sebastian Giordano acquired 10,007 shares of Series J senior convertible preferred stock on December 15, 2025.

How many Series J senior convertible preferred shares did the TLSS CEO receive?

Sebastian Giordano received 10,007 shares of Series J senior convertible preferred stock, as reported in the derivative securities table.

What is the conversion price and underlying common stock for TLSS Series J preferred?

The Series J senior convertible preferred stock is initially convertible at $0.001 per share of common stock, representing 1,000,700,000 shares of common stock underlying the derivative security.

Why did Transportation & Logistics Systems issue Series J preferred stock to Sebastian Giordano?

The 10,007 Series J preferred shares were received pursuant to a settlement agreement between the reporting person and the issuer in exchange for the settlement of certain liabilities.

Does the TLSS Series J senior convertible preferred stock have an expiration date?

No. The filing states that the Series J senior convertible preferred stock is perpetual and therefore has no expiration date.

What ownership limitation applies to the TLSS CEOs Series J preferred stock?

Conversions are subject to a contractual limitation so that, after giving effect to any conversion, the reporting person would not beneficially own more than 4.99% of the common stock outstanding immediately after the conversion.

How many derivative securities did the TLSS CEO beneficially own after this transaction?

Following the reported transaction, Sebastian Giordano directly beneficially owned 15,332 derivative securities, as shown in the derivative securities table.