TLSS amends PGS acquisition agreement, extends closing to July 1, 2026

Transportation & Logistics Systems, Inc.

First Amendment to Member Interest and Asset Exchange Agreement signed June 1, 2026.
Effective Time for merger extended to June 15, 2026; closing date moved to July 1, 2026.
Due diligence period and delivery of PGS financial statements now due June 15, 2026.
Merger consideration remains $4.75M in 47,500 shares of TLSS Series J Preferred Stock.
Acquisition of 80% interest in PGS and four nanotechnology patents unchanged.

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. amended First Amendment to Member Interest and Asset Exchange Agreement with Badcer Ops, Inc., Jeff Badders, Mercer Street Global Opportunity Fund, LLC, Patriot Glass Solutions, LLC, Michael Wanke (effective 2026-06-01).

Action: amendment
Agreement: merger
Counterparty: Badcer Ops, Inc., Jeff Badders, Mercer Street Global Opportunity Fund, LLC, Patriot Glass Solutions, LLC, Michael Wanke
Effective: 2026-06-01

Exact text from the filing

on June 1, 2026, the Company, TLSS Acquisition, Inc., a Delaware corporation and 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 First Amendment to Member Interest and Asset Exchange Agreement (the “First Amendment”) 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 0001493152-26-027426

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