Transportation & Logistics Systems, Inc. 8-K

What Happened
Transportation & Logistics Systems, Inc. (TLSS) filed an 8-K reporting a Second Amendment (dated July 7, 2026) to its Member Interest and Asset Exchange Agreement to acquire Patriot Glass Solutions, LLC (PGS) from Badcer Ops, Inc. The amendment extends key deadlines, adds a closing-statement requirement, and sets an outside closing date of August 4, 2026. Under the agreement TLSS will receive 80% of PGS’s membership interest and four nanotechnology patents in exchange for Merger Consideration of $4,750,000, payable as 47,500 shares of TLSS Series J Senior Convertible Preferred Stock (stated value $100 per share).

Key Details

• Merger Consideration: $4,750,000 in 47,500 shares of TLSS Series J Preferred.
• New deadlines: audited 2024 & 2025 PGS financials and unaudited Q1–Q2 2026 financials to be delivered by July 15, 2026; full access/deliverables by July 24, 2026; outside closing date August 4, 2026.
• Seller: Badcer Ops, Inc.; Seller shareholders include Mercer Street Global Opportunity Fund, LLC (an existing TLSS preferred stockholder) and Jeff Badders.
• Remaining 20% of PGS remains with manager Michael Wanke, who must enter an employment agreement as a condition of closing. Four nanotechnology patents related to PGS’s C‑Bond products are part of the transfer.

Why It Matters
This transaction is a material acquisition effort by TLSS to expand into the safety and security technology market and add revenue-generating operations, proprietary nanotechnology patents, and an existing dealer network (over 50 dealers). For investors, the agreement outlines a clear purchase price structure (preferred shares rather than cash), firm closing conditions (financials, due diligence, landlord consents), and a short timetable to closing. The issuance of a substantial number of Series J preferred shares and dependence on delivery/approval of financials are key items to watch ahead of the August 4, 2026 closing.