If You Invested in Transportation (TLSS)

Transportation and Logistics Systems, Inc. (TLSS) is a publicly traded holding company whose common stock is quoted on the OTC Markets under the symbol TLSS. According to its SEC registration statement on Form S-1, TLSS is incorporated in Nevada and historically operated through wholly owned subsidiaries that provided a full suite of logistics and transportation services.

As disclosed in the S-1 filing, the company ceased all remaining operations as of mid-February 2024. Prior to that time, TLSS and its subsidiaries operated as an asset-based logistics and transportation group. The S-1 describes that the business specialized in ecommerce fulfillment, last mile deliveries, two-person home delivery, mid-mile and long-haul services. An asset-based model, as described in the filing, involved owning the majority of transportation equipment and employing the majority of drivers.

In multiple company press releases and SEC filings, TLSS describes itself as a holding company with several wholly owned operating subsidiaries. These subsidiaries include Cougar Express, Inc., Freight Connections, Inc., JFK Cartage, Inc. and Severance Trucking Co., Inc. Together, these entities are described in company disclosures as providing a full suite of logistics and transportation services.

Business activities prior to ceasing operations

Company news releases and the S-1 filing indicate that, before operations ceased, TLSS focused on a range of transportation and logistics services. The S-1 states that the company specialized in ecommerce fulfillment, last mile deliveries, two-person home delivery, mid-mile and long-haul services. Press releases further describe services such as less-than-truckload (LTL), truckload (TL), cartage, airport and container freight station pickup and drayage, transloading, construction trade transportation, warehousing and distribution, pool distribution and final mile services, TSA-certified services, white glove delivery and overnight regional service.

According to multiple press releases, TLSS emphasized operations in the Northeast United States through its subsidiaries. The S-1 notes that the company and its subsidiaries operated several warehouse locations in New York, New Jersey, Connecticut and Massachusetts. Press releases also reference service centers in New York, New Jersey and Massachusetts for coverage and pricing inquiries.

Corporate structure and capital markets activity

The S-1 registration statement filed with the SEC in January 2026 describes TLSS as a smaller reporting company whose common stock trades on the OTC market. The filing relates to the offer and resale, from time to time, by selling stockholders of shares of common stock issuable upon conversion of the company’s Series J Senior Convertible Preferred Stock. The S-1 explains that the Series J preferred shares were issued pursuant to exchange agreements, settlement agreements and stock award agreements with various holders.

Recent Form 8-K filings describe settlement agreements in which certain creditors and the company’s chief executive officer agreed to settle outstanding liabilities in exchange for shares of Series J Senior Convertible Preferred Stock. These filings also discuss a retention agreement with the chief executive officer that addresses continued service and potential cash bonuses tied to future financings, as well as promissory notes used to fund regulatory and legal costs, including preparation and filing of the S-1.

Financial reporting and historical performance

TLSS has filed periodic reports with the SEC, including Forms 10-Q and 10-K, which provide detailed historical financial statements. Company press releases summarizing these filings indicate that TLSS reported revenue growth in 2022 and 2023 that was primarily attributed to acquisitions of JFK Cartage, Freight Connections and Severance Trucking. These releases also report operating losses and net losses for various quarters and for the year ended December 31, 2022, as well as commentary from management regarding cost reduction efforts, integration initiatives and financing needs.

For example, press releases discussing results for the quarters ended March 31, June 30 and September 30, 2023 describe increased revenue compared to prior-year periods, driven by acquisitions, alongside losses from operations and net losses. The releases also note that the company undertook cost savings measures, integration efforts and organic growth initiatives, and that its cash position and working capital were under strain, leading to exploration of debt or equity financing.

Status as a former operating company

The S-1 explicitly states that TLSS ceased all remaining operations as of mid-February 2024. It also notes that, prior to that date, the company and its subsidiaries provided a full suite of logistics and transportation services and operated warehouse locations in New York, New Jersey, Connecticut and Massachusetts. As a result, the business description for TLSS is now primarily of historical interest for investors reviewing past operations, historical financial performance, capital structure and corporate actions.

At the same time, the S-1 and recent 8-K filings show that TLSS continues to exist as a Nevada corporation and remains active in capital markets and regulatory reporting. The company has issued Series J Senior Convertible Preferred Stock in connection with exchanges and settlements of liabilities and has filed an S-1 to register the resale of common shares issuable upon conversion of that preferred stock.

Key points for investors

• TLSS is a Nevada-incorporated, publicly traded holding company whose common stock is quoted on the OTC market under the symbol TLSS, as described in its S-1.
• The S-1 states that the company ceased all remaining operations as of mid-February 2024.
• Prior to ceasing operations, TLSS and its subsidiaries provided logistics and transportation services, including ecommerce fulfillment, last mile deliveries, two-person home delivery, mid-mile and long-haul services, and operated warehouse locations in New York, New Jersey, Connecticut and Massachusetts.
• Press releases identify its operating subsidiaries as Cougar Express, Inc., Freight Connections, Inc., JFK Cartage, Inc. and Severance Trucking Co., Inc., which together provided services such as LTL, TL, cartage, airport and container freight station pickup and drayage, transloading, construction trade transportation, warehousing and distribution, pool distribution and final mile, TSA-certified services, white glove delivery and overnight service.
• Recent SEC filings describe the issuance of Series J Senior Convertible Preferred Stock in settlement of liabilities and the filing of an S-1 registration statement to register the resale of common shares issuable upon conversion of that preferred stock.

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