Transportation & Logistics Systems Announces Acquisition of Patriot Glass

What Happened
Transportation & Logistics Systems, Inc. (OTCID: TLSS) filed an 8-K reporting a Third Amendment (dated August 19, 2026) to its Member Interest and Asset Exchange Agreement to complete a reverse triangular merger to acquire an 80% membership interest in Patriot Glass Solutions, LLC (PGS) plus four related nanotechnology patents. The Merger Consideration is $4,750,000, payable as 47,500 shares of TLSS Series J Senior Convertible Preferred Stock (stated value $100 per share). The parties extended certain deadlines: PGS financials and deliverables are due no later than August 25, 2026, and the outside closing date is extended to September 16, 2026. The remaining 20% of PGS will be retained by manager Michael Wanke, who must enter into an employment agreement as a condition of closing.

Key Details

• Agreement parties include TLSS, acquisition subsidiaries, seller Badcer Ops, Inc. (shareholders Mercer Street Global Opportunity Fund, LLC and Jeff Badders), PGS, and Michael Wanke. Mercer is an existing TLSS preferred stockholder.
• Merger Consideration: $4,750,000 in 47,500 TLSS Series J Preferred Shares (stated value $100/share) to be issued at closing.
• Deliverables & timing: audited PGS financials for FY 2024 and FY 2025 and unaudited Q1–Q2 2026 due by August 25, 2026; outside closing date extended to September 16, 2026.
• Transaction is subject to customary closing conditions, including satisfactory due diligence, accuracy of representations and warranties, landlord consents for PGS leases, and agreement on Wanke’s employment terms.

Why It Matters
This transaction would add a business focused on window film, glass-strengthening (C-Bond) products and related nanotechnology patents to TLSS’s portfolio, aligning with the company’s stated strategy to grow in the safety and security technology sector through acquisitions. The purchase is structured as a stock-for-assets/member-interest exchange rather than a cash payment, meaning TLSS will issue preferred shares (47,500 Series J) at closing — a material change to the company’s capital structure. Investors should note the deal remains subject to due diligence and closing conditions, and the filing discloses a related-party connection (Mercer) among the sellers.