Transportation & Logistics Systems, Inc. — fact timeline

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).

“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.”

Transportation & Logistics Systems, Inc. incurred loan of $100,000 with C/M Capital Master Fund, LP at 10% per annum maturing six months following the issuance date.

“On April 24, 2026, Transportation and Logistics Systems, Inc. (the “ Company ”, “ we ”, “ us ” or “ our ”) entered into an unsecured non-convertible promissory note (the “ Note ”) in the principal amount of $100,000, with interest at the rate of 10% per annum accruing and due at maturity six months following the issuance date”

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).

“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.”

Transportation & Logistics Systems, Inc. incurred loan of $75,000 with C/M Capital Master Fund, LP at 10% per annum maturing six months following the issuance date.

“On January 9, 2026, Transportation and Logistics Systems, Inc. (the " Company ", " we ", " us " or " our ") entered into an unsecured non-convertible promissory note (the " Note ") in the principal amount of $75,000, with interest at the rate of 10% per annum accruing and due at maturity six months following the issuance date, with C/M Capital Master Fund, LP (the " Lender ")”

Transportation & Logistics Systems, Inc. issued 10,007 shares of preferred stock to Sebastian Giordano for $1,400,711.62 in Outstanding Liabilities.

“Pursuant to the Settlement Agreement, Mr. Giordano agreed to settle an aggregate of $1,400,711.62 in Outstanding Liabilities in exchange for the issuance of an aggregate of 10,007 shares of the Company’s Series J Senior Convertible Preferred Stock, par value $0.001 per share (the “ Series J Preferred Stock ”).”

Transportation & Logistics Systems, Inc. issued an aggregate of 3,785 shares of preferred stock to certain holders (the Creditors) for settlement of an aggregate of $378,491.25 in Outstanding Liabilities.

“the Creditors agreed to settle an aggregate of $378,491.25 in Outstanding Liabilities, in exchange for the issuance of an aggregate of 3,785 shares of the Company’s Series J Senior Convertible Preferred Stock”

Transportation & Logistics Systems, Inc. issued 503 shares of preferred stock for $50,273.970 in Outstanding Liabilities.

“the Creditor agreed to settle an aggregate of $50,273.970 in Outstanding Liabilities, which includes accrued and unpaid interest, in exchange for the issuance of 503 shares of the Company’s Series J Senior Convertible Preferred Stock”

Transportation & Logistics Systems, Inc.: Revised definition of Triggering Event in Series J Certificate of Designations to exclude prior events, facts or circumstances (effective 2025-09-05).

“On September 5, 2025, Transportation and Logistics Systems, Inc. (the “Company”) filed an Amendment (the “Series J Certificate Amendment”) to the Certificate of Designations Rights and Limitations of Series J Senior Convertible Preferred Stock (the “Series J Certificate”) with the Secretary of State of the State of Nevada to, among other things, revise the definition of a Triggering Event (as defined in the Series J Certificate Amendment) to exclude events, facts or circumstances that occurred prior to or were in existence as of the date of the Series J Certificate.”

Transportation & Logistics Systems, Inc. amended loan of same as November 2024 Note ($50,000) with the 2024 Lender at 10% per annum (unchanged) maturing extended from May 22, 2025 to August 12, 2025.

“On May 5, 2025, we entered into an amendment agreement with the 2024 Lender (the “ Amendment Agreement ”) pursuant to which the maturity date of the November 2024 Note for the outstanding principal and interest was extended from May 22, 2025 to August 12, 2025.”

Transportation & Logistics Systems, Inc. incurred loan of $50,000 with C/M Capital Master Fund, LP at 10% per annum maturing six months.

“On May 1, 2025, Transportation and Logistics Systems, Inc. (the “ Company ”, “ we ”, “ us ” or “ our ”) entered into an unsecured non-convertible promissory note (the “ Note ”) in the principal amount of $50,000, with interest at the rate of 10% per annum accruing and due at maturity in six months, with C/M Capital Master Fund, LP (the “ Lender ”) for the primary purpose of funding a portion of the costs related to: (i) prepare and file the Company’s Certificate of Designation of Preferences, Rights, and Limitations of Series J Senior Convertible Preferred Stock (the “ Certificate of Designation ”); (ii) preparation and submission of any requisite filings with the Securities and Exchange Commission and the OTC Expert Market; (iii) such tax-related and other activities as may be necessary or legally required from time to time to restore the Company to good standing with requisite taxing authorities; and (iv) fees for routine litigation matters in the ordinary course of business.”

Transportation & Logistics Systems, Inc.: Filed Certificate of Designation for Series J Senior Convertible Preferred Stock with the Nevada Secretary of State, designating 1,000,000 shares of preferred stock with specific rights and preferences (effective 2025-05-05).

“On May 5, 2025, we filed with the Secretary of State of the State of Nevada (the “ Nevada Secretary of State ”) the Certificate of Designation to designate 1,000,000 shares of the Company’s authorized and unissued preferred stock as Series J Senior Convertible Preferred Stock, $0.0001 par value per share (the “ Preferred Stock ”).”

Sebastian Giordano resigned as Chief Executive Officer and Chief Financial Officer at Transportation & Logistics Systems, Inc..

“On May 5, 2025, the Company received a termination notice from Mr. Giordano (the “ New Termination Notice ”) for the nonpayment of compensation and other benefits due under such Executive Employment Agreement. The Company is unable to cure such default, and agreed to extend the termination date of the Executive Employment Agreement to August 31, 2025 (the “ New Termination Date ”).”

Transportation & Logistics Systems, Inc. incurred loan of $75,000 with C/M Capital Master Fund, LP at 10% per annum maturing six months.

“On March 25, 2025, Transportation and Logistics Systems, Inc. (the “ Company ”, “ we ”, “ us ” or “ our ”) entered into an unsecured non-convertible promissory note (the “ Note ”) in the principal amount of $75,000, with interest at the rate of 10% per annum accruing and due at maturity in six months, with C/M Capital Master Fund, LP (the “ Lender ”) for the primary purpose of funding a portion of the costs related to: (i) the completion of the Company’s 2024 annual financial statements and audit by the Company’s independent auditor and 2025 first quarter financial statements and independent auditor review; (ii) preparation and submission of any requisite filings with the Securities and Exchange Commission and the OTC Expert Market; (iii) such tax-related and other activities as may be necessary or legally required from time to time to restore the Company to good standing with requisite taxing authorities; and (iv) fees for routine litigation matters in the ordinary course of business.”

Transportation & Logistics Systems, Inc. incurred loan of $100,000 with C/M Capital Master Fund, LP at 10% per annum maturing six months.

“On March 10, 2025, Transportation and Logistics Systems, Inc. (the “ Company ”, “ we ”, “ us ” or “ our ”) entered into an unsecured non-convertible promissory note (the “ Note ”) in the principal amount of $100,000, with interest at the rate of 10% per annum accruing and due at maturity in six months, with C/M Capital Master Fund, LP (the “ Lender ”) for the primary purpose of funding a portion of the costs related to: (i) the completion of the Company’s 2024 annual financial statements and audit by the Company’s independent auditor and 2025 first quarter financial statements and independent auditor review; (ii) preparation and submission of any requisite filings with the Securities and Exchange Commission and the OTC Expert Market; (iii) such tax-related and other activities as may be necessary or legally required from time to time to restore the Company to good standing with requisite taxing authorities; and (iv) fees for routine litigation matters in the ordinary course of business”

Transportation & Logistics Systems, Inc.: Filed a Certificate of Correction to withdraw an unauthorized reverse stock split and revert authorized and outstanding shares to prior amounts as set forth in December 1, 2023 filing (effective 2024-11-25).

“Therefore, on November 25, 2024, we filed a Certificate of Correction (the “ Certificate of Correction ”) with the Nevada Secretary of State to withdraw the filing of the unauthorized December 2023 Certificate and revert the Company’s authorized and outstanding common stock and preferred stock to 50,000,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock as set forth in the Company’s Certificate of Change filed with the Nevada Secretary of State on December 1, 2023.”

John Mercadante was appointed as Secretary at Transportation & Logistics Systems, Inc..

“John Mercadante to the office of Secretary”

Sebastian Giordano was appointed as Chief Financial Officer at Transportation & Logistics Systems, Inc..

“appointed Sebastian Giordano to the offices of Chief Financial Officer and Treasurer”

Tasrin Ahmed departed as Secretary at Transportation & Logistics Systems, Inc..

“Director of Accounting/Finance and Secretary, Ms. Tasrin Ahmed”

Marc Weiss departed as Chief Financial Officer and Treasurer at Transportation & Logistics Systems, Inc..

“laid-off its Chief Financial Officer and Treasurer, Mr. Marc Weiss”

Transportation & Logistics Systems, Inc.: Reverse stock split of Common Stock and Preferred Stock effected via Certificate of Change under NRS 78.209 (effective 2024-01-01).

“filed with the Secretary of State of the State of Nevada a Certificate of Certificate of Change Pursuant to NRS 78.209 (the “Certificate of Change”), effective as of January 1, 2024. The Certificate of Change provides for a reverse stock split of the Company’s Common Stock, par value $0.001 per share, and its Preferred Stock, par value $0.001 per share (the “Reverse Stock Split”).”

Tasrin Ahmed was appointed as Secretary at Transportation & Logistics Systems, Inc..

“the Board appointed Tasrin Ahmed to the office of Secretary of the Company, effective immediately.”

Marc Weiss was appointed as Chief Financial Officer and Treasurer at Transportation & Logistics Systems, Inc..

“the Board of Directors of the Company (the “Board”) appointed Marc Weiss to the offices of Chief Financial Officer and Treasurer of the Company, effective immediately.”

Transportation & Logistics Systems, Inc. announced a impairment affecting FC business (TLSS-FC, Inc. and Freight Connections, Inc.).

“On December 1, 2023, two subsidiaries of TLSS Operations Holding Company, Inc., a wholly-owned subsidiary of Transportation and Logistics Systems, Inc. (OTC PINK: TLSS) (“TLSS” or the “Company”), specifically TLSS-FC, Inc. and Freight Connections, Inc. (together “FC”) filed voluntary petitions under Chapter 7 of the US Bankruptcy Court, in the District of New Jersey.”

Transportation & Logistics Systems, Inc. amended Post-Closing Agreement with Kathryn Boyd, Clyde J. Severance and Robert H. Severance, Jr. valued at $171,887.00 (effective 2023-11-08).

“The Post-Closing Agreement amended certain terms of the Stock Purchase Agreement, dated January 4, 2023 (the "SPA"), and provided for an accounting of certain post-closing obligations and accounts. Among other things, the Post-Closing Agreement provided for a reduction of $171,887.00 in the principal amount payable under the purchase price promissory note”

Sebastian Giordano was appointed as Chief Financial Officer and Treasurer at Transportation & Logistics Systems, Inc..

“appointed Sebastian Giordano to the offices of Chief Financial Officer and Treasurer of the Corporation, effective October 14, 2023.”

James Giordano resigned as Chief Financial Officer at Transportation & Logistics Systems, Inc..

“entered into a separation agreement with James Giordano, covering his resignation from the office of Chief Financial Officer.”

Transportation & Logistics Systems, Inc.: Filed Certificate of Designation for Series I Preferred Stock with voting rights solely to approve an increase in authorized common stock (effective 2023-07-14).

“received notice of acknowledgement from the Secretary of State of the State of Nevada of filing of a Certificate of Designation of Preferences, Rights and Limitations of the Series I Preferred Stock (the “Series I Preferred Stock”), effective as of its filing date, July 14, 2023.”

Transportation & Logistics Systems, Inc. incurred credit facility of $100,000 with Sebastian Giordano at 12% per annum maturing December 31, 2023.

“and (b) $100,000 from Sebastian Giordano on April 21, 2023; Mr. Giordano is the Company’s Chief Executive Officer, President, and Chairman of the Board of Directors.”

Transportation & Logistics Systems, Inc. incurred credit facility of $500,000 with John Mercadante at 12% per annum maturing December 31, 2023.

“The Company received initial loans under the Credit Facility, in the following amounts: ( a) $500,000 from John Mercadante on April 17, 2023”

Transportation & Logistics Systems, Inc. completed an acquisition involving Kathryn Boyd, Clyde Severance, and Robert Severance for $2,250,000 (closed 2023-02-03).

“feet of repair facilities located in Dracut, Massachusetts and approximately 16,000 square feet of warehouse space in North Haven, Connecticut. The total purchase price was $2,250,000, plus closing expenses of $10,747. TLSS-STI: (i) paid $365,613 in cash at closing; (ii) assumed and paid off $152,748 in vehicle debt; and (iii) entered into a $1,572,939 secured”

Transportation & Logistics Systems, Inc. entered into SPA with Kathryn Boyd, Clyde Severance, and Robert Severance valued at $2,250,000 (effective 2023-01-04).

“on January 4, 2023, its wholly-owned subsidiary, TLSS Acquisition, Inc. (the “Acquisition Sub”), entered into a stock purchase agreement (“SPA”) to acquire all of the outstanding stock of Massachusetts-based Severance Trucking, Inc., and certain affiliated warehousing and vehicle leasing entities”

Transportation & Logistics Systems, Inc.: Adopted amendments to bylaws to provide for staggered election of the Board of Directors with three-year terms and annual election of one-third of directors, and to allow written consents of directors to be executed in counterparts and by electronic media (effective 2022-12-21).

“The amendments to the bylaws provide for: a) the staggered election of the Board of Directors, such that Directors shall serve terms of 3 years, and each year, 1/3 of the Directors shall stand for election; and b) written consents of the Directors to actions by the Board of Directors or any committee may be executed in counterparts and may be signed and delivered by any electronic media.”

Justin Frey was appointed as Chief Operating Officer at Transportation & Logistics Systems, Inc..

“Effective September 12, 2022, the Company retained the services of Mr. Justin Frey (age 51) as Chief Operating Officer.”

Norman Newton was elected as Director at Transportation & Logistics Systems, Inc..

“On January 20, 2022, the Board of Directors of the Company elected Norman Newton (age 55) to the Board of Directors of the Company to serve until his successor is elected and qualified.”

Charles Benton was elected as Director at Transportation & Logistics Systems, Inc..

“On January 20, 2022, the Board of Directors of the Company elected Charles Benton (age 71) to the Board of Directors of the Company to serve until his successor is elected and qualified.”

John Mercadante departed as Chief Financial Officer and Treasurer at Transportation & Logistics Systems, Inc..

“Mr. James Giordano replaces Mr. Mercadante as Chief Financial Officer and Treasurer of the Company.”

John Mercadante departed as Chief Executive Officer, President, and Chairman at Transportation & Logistics Systems, Inc..

“Mr. Sebastian Giordano replaces Mr. John Mercadante as the Company’s Chief Executive Officer and President.”

James Giordano was appointed as Chief Financial Officer and Treasurer at Transportation & Logistics Systems, Inc..

“On January, 3, 2022, the Company retained the services of Mr. James Giordano (age 52 and no relation to Mr. Sebastian Giordano) as Chief Financial Officer. In addition, Mr. James Giordano is appointed the Company’s Treasurer.”

Sebastian Giordano was appointed as Chief Executive Officer, President, and Chairman at Transportation & Logistics Systems, Inc..

“On January 4, 2022, Transportation and Logistics Systems, Inc. (OTCQB:TLSS), (“TLSS” or the “Company”), a growing logistics service provider, retained the services of Mr. Sebastian Giordano (age 64) as Chief Executive Officer of the Company. In addition, Mr. Sebastian Giordano is appointed the Company’s President.”