TLSS 8-K filed 2026 · insiderdelta

Item
1.01 Entry into a Material Definitive Agreement.

Transportation
and Logistics Systems, Inc. (OTC OID: TLSS), (“TLSS” or the “Company”), a publicly traded holding company, announced
that, on April 1, 2026, the Company, TLSS Acquisition, Inc., a wholly-owned subsidiary of the Company, (the “Acquisition Sub”),
and TLSS Reverse PGS, LLC, a Texas limited liability company and a wholly-owned subsidiary of the Acquisition Sub (“Reverse”),
entered into a Member Interest and Asset Exchange Agreement (the “Agreement”) with Badcer Ops, Inc., a Nevada corporation
(the “Seller”), Jeff Badders and Mercer Street Global Opportunity Fund, LLC, a Delaware limited liability company (“Mercer”),
as the shareholders of the Seller (the “Seller Shareholders”), Patriot Glass Solutions, LLC, a Texas limited liability company
(“PGS”), and Michael Wanke (“Wanke”), the sole Manager and twenty percent (20%) owner of PGS. The Agreement provides
for a reverse triangular merger of Reverse with and into PGS, with PGS as the surviving entity, pursuant to which the Seller’s
eighty percent (80%) membership interest in PGS and four (4) nanotechnology patents (the “Patents”) will be exchanged, transferred
and assigned to the Acquisition Sub in exchange for the Merger Consideration described below.

The
Seller is Badcer Ops, Inc., a Nevada corporation, whose shareholders are Mercer and Mr. Jeff Badders, an individual (together, the “Seller
Shareholders”). Mercer is an existing preferred stockholder of the Company.

The
Agreement provides for merger consideration (the “Merger Consideration”) equal to $4,750,000, payable in 47,500 shares of
TLSS Series J Senior Convertible Preferred Stock (the “TLSS Series J Preferred Shares”), with a stated value of $100 per
share, to be issued to the Seller at the closing of the transaction.

The
closing of the transaction is expected to occur no later than June 1, 2026, ten (10) days after audited financials for PGS for year-end
2024 and year-end 2025 and unaudited financials for PGS for the first quarter of 2026 are completed and provided to TLSS, subject to
the satisfaction or waiver of certain closing conditions, including, among others: (i) the completion of satisfactory due diligence by
TLSS; (ii) the accuracy of the representations and warranties of the parties; (iii) the procurement of acceptable landlord consent to
the assignment of and amendments to PGS’s lease for its operating facilities; (iv) delivery of certain financial statements; and
(v) other customary closing conditions as set forth in the Agreement.

The
remaining 20% membership interest in PGS is currently held by and will be retained by Mr. Michael Wanke, the sole Manager of PGS. It
is a condition of closing that Mr. Wanke will enter into an employment agreement with PGS, the terms of which are to be agreed upon prior
to the expiration of the due diligence period.

The
Company’s primary go-forward strategy is to become a leader in the safety and security technology industry. The Company expects
to accomplish this goal, in part, by pursuing strategic acquisitions as a means of securing technologies and adding new markets in the
United States, expanding its safety and security service offerings, adding talented management and operational employees, expanding and
upgrading its technology platform and developing operational best practices. Moreover, one factor in assessing acquisition opportunities
is the potential for subsequent organic growth post-acquisition.

PGS
provides quality window tint solutions for auto, home, and business owners across Texas, specializing in automotive window tinting, residential
window film, and commercial window film that stop harmful UV rays from passing through its window films for reduced glare, comfortable
temperatures, and lower energy bills. PGS protects personal, school, government and commercial/business property across the United States
using C-Bond’s proprietary glass strengthening technology to protect property from looting, rioting, break-ins, and gunfire, including
our C-Bond BRS a ballistic-resistant film system; and C-Bond Secure a multi-purpose glass strengthening primer and window film mounting
solution that deters forced entry products with through a growing nationwide network of more than 50 dealers.

The
Patents relate to the proprietary C-Bond nanotechnology applications and processes to enhance properties of strength, functionality,
and sustainability of brittle material systems used by PGS.

As
such, the Company believes that the acquisition of PGS is an excellent fit with its current business given its demographic location,
services offered, and diversified customer base, and given that it would provide the Company with a long-standing, well-run profitable
operation. Furthermore, the Company believes that, because Severance is strategically based in Connecticut and Massachusetts and serves
New England, upstate New York and Canada, it will transition the Company into more of a regional carrier, which the Company believes,
will create greater opportunities for organic growth.
TLSS Transportation & Logistics Systems, Inc. - 8-K

Item 1.01 - Entry into a Material Definitive Agreement

Item 9.01 - Financial Statements and Exhibits
