{"url_path":"/sec/tlss/8-k/2026-06-05/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1463208/0001493152-26-027426-index.html","accession_number":"0001493152-26-027426","cik":"0001463208","ticker":"TLSS","issuer_name":"Transportation & Logistics Systems, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1463208/0001493152-26-027426-index.html","primary_entity_key":"0001463208","primary_entity_name":"Transportation & Logistics Systems, Inc."},"word_count":946,"has_tables":true,"body_markdown":"** **\n\n \n\n \n\n** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nTransportation\nand Logistics Systems, Inc. (OTC OID: TLSS), (“TLSS” or the “Company”), a publicly traded holding company, announced\nthat, on June 1, 2026, the Company, TLSS Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, (the\n“Acquisition Sub”), and TLSS Reverse PGS, LLC, a Texas limited liability company and a wholly-owned subsidiary of the Acquisition\nSub (“Reverse”), entered into a First Amendment to Member Interest and Asset Exchange Agreement (the “First Amendment”)\nwith Badcer Ops, Inc., a Nevada corporation (the “Seller”), Jeff Badders and Mercer Street Global Opportunity Fund, LLC,\na Delaware limited liability company (“Mercer”), as the shareholders of the Seller (the “Seller Shareholders”),\nPatriot Glass Solutions, LLC, a Texas limited liability company (“PGS”), and Michael Wanke (“Wanke”), the sole\nManager and twenty percent (20%) owner of PGS.\n\n \n\nAs\npreviously disclosed, on April 1, 2026, the Company, the Acquisition Sub and Reverse entered into a Member Interest and Asset Exchange\nAgreement (the “Agreement”) with the Seller, the Seller Shareholders, PGS and Wanke. The Agreement provides for a reverse\ntriangular merger of Reverse with and into PGS, with PGS as the surviving entity, pursuant to which the Seller’s eighty percent\n(80%) membership interest in PGS and four (4) nanotechnology patents (the “Patents”) will be exchanged, transferred and assigned\nto the Acquisition Sub in exchange for the Merger Consideration described below.\n\n \n\nThe\nFirst Amendment amends the Agreement to, among other things, extend certain key dates relating to the transaction. Specifically, the\nFirst Amendment (i) amends the Effective Time provisions of the Agreement to delete the date “May 21, 2026” and replace it\nwith “June 15, 2026,” and to delete the date “June 1, 2026” and replace it with “July 1, 2026”; (ii)\namends the Due Diligence Period provisions to provide that the Schedule Delivery Date shall be no later than June 15, 2026; (iii) amends\nthe financial statement delivery provisions to require that the applicable PGS financial statements be delivered by June 15, 2026, in\nlieu of ten (10) days prior to the Closing Date; and (iv) amends the full access and deliverables provisions to require delivery no later\nthan June 15, 2026. The Agreement, as modified by the First Amendment, remains in full force and effect, and to the extent of any inconsistency\nbetween the terms of the First Amendment and the terms of the Agreement, the terms of the First Amendment shall supersede and control.\n\n \n\nThe\nSeller is Badcer Ops, Inc., a Nevada corporation, whose shareholders are Mercer and Mr. Jeff Badders, an individual (together, the “Seller\nShareholders”). Mercer is an existing preferred stockholder of the Company.\n\n \n\nThe\nAgreement provides for merger consideration (the “Merger Consideration”) equal to $4,750,000, payable in 47,500 shares of\nTLSS Series J Senior Convertible Preferred Stock (the “TLSS Series J Preferred Shares”), with a stated value of $100 per\nshare, to be issued to the Seller at the closing of the transaction.\n\n \n\nThe\nclosing of the transaction is expected to occur no later than July 1, 2026, following the completion and delivery to TLSS of audited\nfinancials for PGS for year-end 2024 and year-end 2025 and unaudited financials for PGS for the first quarter of 2026, which financials,\nas amended by the First Amendment, are to be delivered no later than June 15, 2026, subject to the satisfaction or waiver of certain\nclosing conditions, including, among others: (i) the completion of satisfactory due diligence by TLSS; (ii) the accuracy of the representations\nand warranties of the parties; (iii) the procurement of acceptable landlord consent to the assignment of and amendments to PGS’s\nlease for its operating facilities; (iv) delivery of certain financial statements; and (v) other customary closing conditions as set\nforth in the Agreement.\n\n \n\nThe\nremaining 20% membership interest in PGS is currently held by and will be retained by Mr. Michael Wanke, the sole Manager of PGS. It\nis 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\nto the expiration of the due diligence period.\n\n** **\n\n \n\n \n\n**** \n\nThe\nCompany’s primary go-forward strategy is to become a leader in the safety and security technology industry. The Company expects\nto accomplish this goal, in part, by pursuing strategic acquisitions as a means of securing technologies and adding new markets in the\nUnited States, expanding its safety and security service offerings, adding talented management and operational employees, expanding and\nupgrading its technology platform and developing operational best practices. Moreover, one factor in assessing acquisition opportunities\nis the potential for subsequent organic growth post-acquisition.\n\n \n\nPGS\nprovides quality window tint solutions for auto, home, and business owners across Texas, specializing in automotive window tinting, residential\nwindow film, and commercial window film that stop harmful UV rays from passing through its window films for reduced glare, comfortable\ntemperatures, and lower energy bills. PGS protects personal, school, government and commercial/business property across the United States\nusing C-Bond’s proprietary glass strengthening technology to protect property from looting, rioting, break-ins, and gunfire, including\nour C-Bond BRS, a ballistic-resistant film system and C-Bond Secure, a multi-purpose glass strengthening primer and window\nfilm mounting solution that deters forced entry. These products are sold and installed through a growing nationwide network of more\nthan 50 dealers.\n\n \n\nThe\nPatents relate to the proprietary C-Bond nanotechnology applications and processes to enhance properties of strength, functionality,\nand sustainability of brittle material systems used by PGS.\n\n \n\nAs\nsuch, the Company believes that the acquisition of PGS is an excellent fit with its current business given its demographic location,\nservices offered, and diversified customer base, and given that it would provide the Company with a long-standing, well-run profitable\noperation."}