Transportation and Logistics Systems, Inc. is registering up to 10,652,400,000 shares of common stock for resale by existing holders. These shares are issuable upon conversion of 106,524 shares of Series J Senior Convertible Preferred Stock at an assumed conversion price of $0.001 per share. All registered shares may be sold from time to time by the identified selling stockholders using various methods, and the company will not receive any proceeds from these resales.
The Series J Preferred was issued in exchanges, settlements of debt and liabilities, and service awards, converting prior preferred stock, warrants, notes, and payables into equity. As of January 12, 2026, the company had 5,887,267,891 common shares outstanding, and full conversion of the Series J Preferred would materially increase the share count, leading to significant potential dilution. TLSS has ceased all remaining operations as of mid‑February 2024 and is now a publicly traded holding company whose common stock trades on the OTC market under the symbol TLSS at very low per‑share prices.
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 & 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.
Transportation and Logistics Systems, Inc. (TLSS) filed its quarterly report for the period ended September 30, 2025. The company reported no revenue as it ceased operations in February 2024, and continues to classify prior operating units as discontinued operations.
For the nine months, TLSS recorded net income of $441,087, driven largely by a gain on debt extinguishment, while posting a loss from discontinued operations. Cash was $43,683 and total assets were $47,433 at quarter-end. Shareholders’ deficit was $(19,674,143), with 5,889,437,474 common shares outstanding. The balance sheet includes $10,606,530 of Series J preferred stock recorded at redemption value as temporary equity.
Management states there is substantial doubt about TLSS’s ability to continue as a going concern given the lack of operations, working capital constraints, and the need for additional financing. The company has restructured certain obligations, converting notes, payables and accrued dividends into Series J preferred, which contributed to reported gains.
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.