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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.