Transportation & Logistics Systems Amends PGS Acquisition, Extends Closing

What Happened

• Transportation & Logistics Systems, Inc. (TLSS) announced on Sept. 22, 2026 that it entered a Fourth Amendment to the Member Interest and Asset Exchange Agreement related to its planned reverse triangular merger to acquire Patriot Glass Solutions, LLC (PGS). The Amendment extends key transaction deadlines and keeps the Agreement in force. The closing now has an outside date of October 1, 2026, and certain due diligence and financial delivery deadlines were moved to no later than September 25, 2026.

Key Details

• Merger consideration: $4,750,000 payable in 47,500 shares of TLSS Series J Senior Convertible Preferred Stock (stated value $100/share), to be issued at closing.
• Assets to be acquired: 80% membership interest in PGS (held by Badcer Ops, Inc./Seller) and four nanotechnology patents related to C‑Bond glass-strengthening technology.
• Remaining 20% of PGS will be retained by PGS Manager Michael Wanke, who must enter into an employment agreement as a closing condition.
• Closing conditions include satisfactory due diligence, delivery of audited PGS financials for 2024 and 2025 and unaudited Q1–Q2 2026 results (to be delivered by Sept. 25, 2026), landlord consents for lease assignments, and other customary conditions.
• Seller parties include Badcer Ops, Inc. (shareholders Mercer Street Global Opportunity Fund, LLC and Jeff Badders); Mercer is an existing TLSS preferred stockholder.

Why It Matters

• The amendment is material because it moves the timeline and preserves the planned acquisition structure: TLSS would obtain a controlling interest in PGS and related nanotechnology patents in exchange for Series J preferred shares valued at $4.75M. Investors should note the transaction remains subject to due diligence and delivery of audited financials before closing, and the issuance of a sizeable block of preferred stock upon closing. The deal aligns with TLSS’s stated strategy to grow via acquisitions in safety and security technology and to add PGS’s products, dealer network and C‑Bond intellectual property to its business.