{"url_path":"/sec/tlss/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1463208/0001493152-26-023215-index.html","accession_number":"0001493152-26-023215","cik":"0001463208","ticker":"TLSS","issuer_name":"Transportation & Logistics Systems, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1463208/0001493152-26-023215-index.html","primary_entity_key":"0001463208","primary_entity_name":"Transportation & Logistics Systems, Inc."},"word_count":293,"has_tables":true,"body_markdown":"**ITEM\n1A. RISK FACTORS**\n\n \n\nRisk\nfactors that affect our business and financial results are discussed in Part I, Item 1A “Risk Factors,” in our 2025 Annual\nReport. In addition to the risk factors below, you should carefully consider the risks described in our 2025 Annual Report, which could\nmaterially affect our business, financial condition or future results. The risks described below and in our 2025 Annual Report are not\nthe only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also\nmay materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our\nbusiness, financial condition, and/or results of operations could be negatively affected.\n\n \n\n**Our\nstockholders will experience significant dilution as a result of the issuance of shares of our common stock upon conversion of shares\nof Series J Preferred.**\n\n \n\nOur\noutstanding shares of Series J Preferred are each initially convertible for 100,000 shares of Common Stock. Furthermore, the Series J\nPreferred accrues dividends on a daily basis at a rate of 10% per annum, which may be paid in cash or shares of common stock, thereby\nincreasing the number of shares of common stock issuable upon conversion. The conversion of some or all of the Series J Preferred Stock\nwill result in the issuance of a substantial number of shares of common stock and, as a result, the percentage ownership and voting power\nheld by our existing stockholders will be significantly reduced and our stockholders will experience significant dilution. As of March\n31, 2026, an aggregate of approximately 11 billion shares of common stock were issuable upon conversion of the then-outstanding Series\nJ Preferred, not including all dividends accrued as of such date.\n\n \n\n34"}