Transportation & Logistics Systems, Inc. 8-K

What Happened

• Transportation & Logistics Systems, Inc. (TLSS) announced a First Amendment dated June 1, 2026 to its April 1, 2026 Member Interest and Asset Exchange Agreement to acquire Patriot Glass Solutions, LLC (PGS) from Badcer Ops, Inc. The amendment extends key timeline dates and sets deadlines for PGS financial deliverables ahead of closing.
• The transaction would exchange the Seller’s 80% membership interest in PGS and four nanotechnology patents for Merger Consideration of $4,750,000, to be paid at closing via issuance of 47,500 shares of TLSS Series J Senior Convertible Preferred Stock (stated value $100 per share). Closing is expected no later than July 1, 2026, subject to customary closing conditions and delivery of audited 2024 and 2025 PGS financials and unaudited Q1 2026 results.

Key Details

• Amendment changes Effective Time dates: previous target dates of May 21, 2026 and June 1, 2026 are replaced with June 15, 2026 and July 1, 2026, respectively.
• PGS financial statements and other due diligence deliverables must be delivered no later than June 15, 2026 per the amendment.
• Seller is Badcer Ops, Inc.; its shareholders are Mercer Street Global Opportunity Fund, LLC (an existing TLSS preferred stockholder) and Jeff Badders. PGS’s remaining 20% membership interest is held by manager Michael Wanke, who must sign an employment agreement as a closing condition.
• PGS provides window film and C-Bond glass strengthening products (including ballistic-resistant solutions) sold/installed through a dealer network of 50+ dealers and holds four nanotechnology patents relevant to those products.

Why It Matters

• For investors, this filing confirms TLSS’s continued push to grow via acquisitions and secures specific consideration and timing for acquiring PGS and its patents. The requirement for audited financials and completion of due diligence before closing provides a measure of financial transparency before the deal is finalized.
• The payment in Series J preferred shares (47,500 shares, $100 stated value each) will affect TLSS’s capital structure if issued at closing. Also note a potential related‑party element: one seller shareholder (Mercer) is already a TLSS preferred stockholder.