TLSS 8-K
Transportation & Logistics Systems, Inc. (TLSS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Forward Looking Statements
Statements in this report regarding Transportation and Logistics Systems, Inc. (the “Company”) that are not historical facts are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Any such forward-looking statements, including, but not limited to, financial guidance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not directly or exclusively relate to historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “intend,” “plan,” “goal,” “seek,” “strategy,” “future,” “likely,” “believes,” “estimates,” “projects,” “forecasts,” “predicts,” “potential,” or the negative of those terms, and similar expressions and comparable terminology. These include, but are not limited to, statements relating to future events or our future financial and operating results, plans, objectives, expectations, and intentions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not be achieved. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to known and unknown risks, uncertainties and other factors outside of our control that could cause our actual results, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. In addition to the risks described above, these risks and uncertainties include: our ability to successfully execute our business strategies, including integration of acquisitions and the future acquisition of other businesses to grow our company; customers’ cancellation on short notice of master service agreements from which we derive a significant portion of our revenue or our failure to renew such master service agreements on favorable terms or at all; our ability to attract and retain key personnel and skilled labor to meet the requirements of our labor-intensive business or labor difficulties which could have an effect on our ability to bid for and successfully complete contracts; our failure to compete effectively in our highly competitive industry could reduce the number of new contracts awarded to us or adversely affect our market share and harm our financial performance; our ability to adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our industry’s and customers’ evolving demands; our history of losses, deficiency in working capital and stockholders’ equity and our ability to achieve sustained profitability; remaining weaknesses in our internal control over financial reporting and our ability to maintain effective controls over financial reporting in the future; our remaining liabilities and indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations; unanticipated and materially adverse developments in our few remaining litigations; the impact of new or changed laws, regulations or other industry standards that could adversely affect our ability to conduct our business; and changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.
These forward-looking statements represent our estimates and assumptions only as of the date of this report and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this report. Given these uncertainties, you should not place undue reliance on these forward-looking statements and should consider various factors, including the risks described, among other places, in our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the Securities and Exchange Commission.
Item 1.01 Entry into a Material Definitive Agreement.
Transportation and Logistics Systems, Inc. (OTC OID: TLSS), (“TLSS” or the “Company”), a publicly traded holding company, announced that, on July 7, 2026, the Company, TLSS Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, (the “Acquisition Sub”), and TLSS Reverse PGS, LLC, a Texas limited liability company and a wholly-owned subsidiary of the Acquisition Sub (“Reverse”), entered into a Second Amendment to Member Interest and Asset Exchange Agreement (the “Second Amendment”) with Badcer Ops, Inc., a Nevada corporation (the “Seller”), Jeff Badders and Mercer Street Global Opportunity Fund, LLC, a Delaware limited liability company (“Mercer”), as the shareholders of the Seller (the “Seller Shareholders”), Patriot Glass Solutions, LLC, a Texas limited liability company (“PGS”), and Michael Wanke (“Wanke”), the sole Manager and twenty percent (20%) owner of PGS.
As previously disclosed, on April 1, 2026, the Company, the Acquisition Sub and Reverse entered into a Member Interest and Asset Exchange Agreement with the Seller, the Seller Shareholders, PGS and Wanke, as amended by a First Amendment dated June 1, 2026 (as so amended, the “Agreement”). The Agreement provides for a reverse triangular merger of Reverse with and into PGS, with PGS as the surviving entity, pursuant to which the Seller’s eighty percent (80%) membership interest in PGS and four (4) nanotechnology patents (the “Patents”) will be exchanged, transferred and assigned to the Acquisition Sub in exchange for the Merger Consideration described below.
The Second Amendment amends the Agreement to, among other things, extend certain key transaction dates and add a closing statement provision. Under the Second Amendment: (i) the Schedule Delivery Date and the deadline for delivery of the applicable PGS financial statements are each no later than July 15, 2026; (ii) the deadline for the full access and deliverables provisions is July 24, 2026; (iii) the required unaudited PGS financials cover the first two (2) quarters of 2026; (iv) the outside closing date is August 4, 2026; and (v) a new Section 9.14 requires the Acquisition Sub to cause its counsel to prepare a closing statement in advance of the Closing Date, subject to review and revision by all parties. The Agreement, as modified by the Second Amendment, remains in full force and effect.
The Seller is Badcer Ops, Inc., a Nevada corporation, whose shareholders are Mercer and Mr. Jeff Badders, an individual (together, the “Seller Shareholders”). Mercer is an existing preferred stockholder of the Company.
The Agreement provides for merger consideration (the “Merger Consideration”) equal to $4,750,000, payable in 47,500 shares of TLSS Series J Senior Convertible Preferred Stock (the “TLSS Series J Preferred Shares”), with a stated value of $100 per share, to be issued to the Seller at the closing of the transaction.
The closing of the transaction is expected to occur no later than August 4, 2026, following the delivery to TLSS of audited financials for PGS for year-end 2024 and year-end 2025 and unaudited financials for PGS for the first two (2) quarters of 2026, which financials are to be delivered no later than July 15, 2026, subject to the satisfaction or waiver of certain closing conditions, including, among others: (i) the completion of satisfactory due diligence by TLSS; (ii) the accuracy of the representations and warranties of the parties; (iii) the procurement of acceptable landlord consent to the assignment of and amendments to PGS’s lease for its operating facilities; (iv) delivery of certain financial statements; and (v) other customary closing conditions as set forth in the Agreement.
The remaining 20% membership interest in PGS is currently held by and will be retained by Mr. Michael Wanke, the sole Manager of PGS. It is a condition of closing that Mr. Wanke will enter into an employment agreement with PGS, the terms of which are to be agreed upon prior to the expiration of the due diligence period.
The Company’s primary go-forward strategy is to become a leader in the safety and security technology industry. The Company expects to accomplish this goal, in part, by pursuing strategic acquisitions as a means of securing technologies and adding new markets in the United States, expanding its safety and security service offerings, adding talented management and operational employees, expanding and upgrading its technology platform and developing operational best practices. Moreover, one factor in assessing acquisition opportunities is the potential for subsequent organic growth post-acquisition.
PGS provides quality window tint solutions for auto, home, and business owners across Texas, specializing in automotive window tinting, residential window film, and commercial window film that stop harmful UV rays from passing through its window films for reduced glare, comfortable temperatures, and lower energy bills. PGS protects personal, school, government and commercial/business property across the United States using C-Bond’s proprietary glass strengthening technology to protect property from looting, rioting, break-ins, and gunfire, including our C-Bond BRS, a ballistic-resistant film system and C-Bond Secure, a multi-purpose glass strengthening primer and window film mounting solution that deters forced entry. These products are sold and installed through a growing nationwide network of more than 50 dealers.
The Patents relate to the proprietary C-Bond nanotechnology applications and processes to enhance properties of strength, functionality, and sustainability of brittle material systems used by PGS.
As such, the Company believes that the acquisition of PGS is an excellent fit with its current business given its demographic location, services offered, and diversified customer base, and given that it would provide the Company with a long-standing, well-run profitable operation.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 10, 2026 | TRANSPORTATION AND LOGISTICS SYSTEMS, INC. | |
| By: | /s/ Sebastian Giordano | |
| Name: | Sebastian Giordano | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
SECOND AMENDMENT TO MEMBER INTEREST AND
ASSET EXCHANGE AGREEMENT
THIS SECOND AMENDMENT TO MEMBER INTEREST AND ASSET EXCHANGE AGREEMENT (this “Second Amendment”) is dated as of the 7th day of July, 2026, by and among Transportation and Logistics Systems, Inc., a Nevada corporation (“TLSS”), TLSS Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of TLSS (“TA”), TLSS Reverse PGS, LLC, a Texas limited liability company, a wholly-owned subsidiary of TA (“Reverse”), Badcer Ops, Inc., a Nevada corporation (“Seller”), Jeff Badders (“Badders”) and Mercer Street Global Opportunity Fund, LLC (“Mercer” and with Badders, collectively, the “Seller Shareholders”), Patriot Glass Solutions, LLC, a Texas limited liability company (“PGS”) and Michael Wanke (“Wanke”), the twenty (20%) percent owner and the sole Manager of PGS, of which the Seller is an eighty (80%) percent owner. Each of the parties to this Second Amendment is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms utilized herein shall have the meanings ascribed to them in the “Agreement” (as hereinafter defined), unless otherwise defined in this Second Amendment.
W I T N E S S E T H :
WHEREAS, the Parties entered into that certain Member Interest and Asset Exchange Agreement having an Agreement Date as of April 1, 2026 (the “Exchange Agreement”) pursuant to which Reverse (a wholly owned subsidiary of TA) will be combined with PGS through a reverse triangular merger of Reverse with and into PGS, with PGS as the surviving entity (the “Merger”), pursuant to which (i) one hundred (100%) percent of the Seller’s Interests in PGS (which equals 80% of all Interests in PGS) and (ii) the four (4) Patents owned by Seller (and which are licensed to PGS for utilization in the business of PGS), will be exchanged, transferred and assigned to TA, all in exchange for the Seller receiving, in the aggregate, Forty-Seven Thousand Five Hundred (47,500) shares of TLSS Series J Preferred Shares, which Exchange Agreement was amended by a certain First Amendment to Member Interest and Asset Exchange Agreement dated as of June 1, 2026 (the “First Amendment” and with the Exchange Agreement, collectively, the “Agreement”); and
WHEREAS, the Parties desire to amend the terms of the Agreement pursuant to the terms set forth herein.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties intending to be legally bound, hereby agree as follows:
1. The recitations heretofore set forth are true and correct and are incorporated herein by this reference.
2. The Agreement as modified by this Second Amendment remains in full force and effect. To the extent of any inconsistency between the terms of this Second Amendment and the terms of the Agreement, the terms of this Second Amendment shall supersede and control to the extent of such inconsistency.
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3. Section 1.2 entitled EFFECTIVE TIME, shall be amended as follows:
(i) Delete “ten (10) days” on the eighth (8th) line of Section 1.2 of the Agreement and replace the same with “twenty (20) days”;
(ii) Delete “and unaudited financials for PGS for the first quarter of 2026 are completed and provided to TLSS,” and replace the same with “and unaudited financials for PGS for the first two (2) quarters of 2026 shall be completed and provided to TLSS (to the extent not previously provided),”;
(iii) Delete “June 15, 2026” as set forth in the First Amendment and replace the same with “July 15, 2026”; and
(iv) Delete “July 1, 2026” as set forth in the First Amendment and replace the same with “August 4, 2026”.
4. Section 1.10 entitled DUE DILIGENCE PERIOD, shall be amended by deleting “no later than June 15, 2026 (the “Schedule Delivery Date”)” as set forth in the First Amendment, and replacing the same with “no later than July 15, 2026 (the “Schedule Delivery Date”).
5. Section 3.5 entitled FINANCIAL STATEMENTS, shall be amended as follows:
(i) Subsection (b) shall be amended by deleting “June 15, 2026” as set forth in the First Amendment and replacing the same with “July 15, 2026”.
(ii) Subsection (c) shall be amended by deleting “June 15, 2026” as set forth in the First Amendment and replacing the same with “July 15, 2026”.
(iii) Subsection (d) shall be amended by deleting “June 15, 2026” as set forth in the First Amendment and replacing the same with “July 15, 2026”.
6. Section 6.2 entitled FULL ACCESS; DELIVERABLES, shall be amended by deleting “No later than June 15, 2026” as set forth in the First Amendment and replacing the same with “July 24, 2026”.
7. Section 9.14 entitled CLOSING STATEMENT, shall be added to the Agreement as follows:
“Section 9.14 CLOSING STATEMENT.
TA shall cause its counsel to prepare the closing statement (the “Closing Statement”) in advance of the Closing Date, which shall be subject to review and revision by all Parties hereto. The parties hereto shall deliver a counterpart signature page to the final Closing Statement in connection with the Closing.”
8. This Second Amendment may be executed in any number of counterparts, each of which, when executed, shall be deemed an original and all of which shall be deemed one and the same instrument. Transmission of signatures electronically via DocuSign® (or like service), via facsimile or via an e-mail of a signed .pdf of this Second Amendment shall be deemed to be original signatures.
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IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the day and year first above written.
| PGS: | ||
| PATRIOT GLASS SOLUTIONS, LLC, | ||
| a Texas limited liability company | ||
| By: | /s/ Michael Wanke | |
| Name: | Michael Wanke | |
| Title: | Manager | |
| SELLER: | ||
| Badcer Ops, Inc., a Nevada corporation | ||
| By: | /s/ Jonathan Juchno | |
| Name: | Jonathan Juchno | |
| Title: | Authorized Signatory | |
| SELLER SHAREHOLDERS: | |
| /s/Jeff Badders | |
| JEFF BADDERS |
| MERCER STREET GLOBAL OPPORTUNITY FUND, LLC | ||
| By: | /s/ Jonathan Juchn | |
| Name: | Jonathan Juchno | |
| Title: | Authorized Signatory | |
| WANKE: | |
| /s/ Michael Wanke | |
| Michael Wanke |
| TLSS: | ||
| TRANSPORTATION AND LOGISTICS | ||
| SYSTEMS, INC., a Nevada corporation | ||
| By: | /s/ Sebastian Giordano | |
| Sebastian Giordano, CEO | ||
| TA: | ||
| TLSS ACQUISITION, INC., a Delaware corporation | ||
| By: | /s/ Sebastian Giordano | |
| Sebastian Giordano, CEO | ||
| REVERSE: | ||
| TLSS REVERSE PGS, LLC, a Texas limited liability company | ||
| By: | /s/ Sebastian Giordano | |
| Sebastian Giordano, Manager | ||
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