Transportation & Logistics Systems, Inc NT 10-Q, filed Aug 14, 2026
Transportation & Logistics Systems, Inc. (TLSSD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
SEC File Number 001-34970
CUSIP Number 89388L108
NOTIFICATION OF LATE FILING
| (Check One): | ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q |
| ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
| For Period Ended: June 30, 2026 | ||
| ☐ | Transition Report on Form 10-K | |
| ☐ | Transition Report on Form 20-F | |
| ☐ | Transition Report on Form 11-K | |
| ☐ | Transition Report on Form 10-Q | |
For Transition Period Ended: |
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
TRANSPORTATION AND LOGISTICS SYSTEMS, INC.
Full Name of Registrant
110 Chestnut Ridge Road, Unit 444
Address of Principal Executive Office (Street and Number)
Montvale, New Jersey 07645
City, State and Zip Code
PART II – RULE 12-b 25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
| (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
|
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)
The registrant has substantially completed preparation of its Form 10-Q for the quarter ended June 30, 2026. However, the registrant must revise the filing prior to submission due to a delay in the effectiveness of a planned reverse stock split. The Form 10-Q was initially prepared on the assumption that the reverse stock split would become effective on or before August 14, 2026. Due to a delay in receiving approval from the Financial Industry Regulatory Authority (FINRA), the reverse stock split will not become effective until a later date. As a result, the registrant must revise the Form 10-Q to replace post-split share and per share figures with pre-split amounts throughout the filing. The registrant is unable to complete these revisions and allow sufficient time for the auditor’s review of the revised Form 10-Q and file its Form 10-Q within the prescribed time period without unreasonable effort or expense. The registrant anticipates that it will file the Form 10-Q within the five-day grace period provided by Exchange Act Rule 12b-25.
PART IV – OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Sebastian Giordano | 833 | 764-1443 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). |
☒ Yes ☐ No
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
☐ Yes ☒ No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
TRANSPORTATION AND LOGISTICS SYSTEMS, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: August 14, 2026 | By: | /s/ Sebastian Giordano |
| Sebastian Giordano | ||
| Chief Executive Officer and Chief Financial Officer |