TLSS acquires 80% of Patriot Glass Solutions for $4.75M in Series J preferred stock

Transportation & Logistics Systems, Inc.

Deal consideration is $4.75M, payable as 47,500 shares of TLSS Series J Senior Convertible Preferred at $100/share stated value.
Acquisition includes 80% membership interest in PGS and four nanotechnology patents from Badcer Ops, Inc.
Closing expected by June 1, 2026, subject to audited financials for PGS for 2024 and 2025 and other conditions.
PGS provides window tint and glass strengthening services using C-Bond technology across auto, home, and commercial sectors.
PGS's sole Manager Michael Wanke retains 20% interest and will enter into an employment agreement post-closing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Transportation & Logistics Systems, Inc. entered into Member Interest and Asset Exchange Agreement with Badcer Ops, Inc., Jeff Badders, Mercer Street Global Opportunity Fund, LLC, Patriot Glass Solutions, LLC, and Michael Wanke valued at $4,750,000 (effective 2026-04-01).

Action: entry
Agreement: merger
Counterparty: Badcer Ops, Inc., Jeff Badders, Mercer Street Global Opportunity Fund, LLC, Patriot Glass Solutions, LLC, and Michael Wanke
Value: $4,750,000
Effective: 2026-04-01

Exact text from the filing

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.

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Source: SEC EDGAR

accession 0001493152-26-015436

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