Transportation & Logistics Systems, Inc. Announces Major Acquisition and Strategic Shift Toward Safety and Security Technology

Jupiter, FL, April 7, 2026 — Transportation & Logistics Systems, Inc. (OTC OID: TLSS) has announced a potentially transformative transaction that could significantly impact the company’s future direction and shareholder value. The company, through its wholly owned subsidiary TLSS Acquisition, Inc. and a Texas-based LLC, has entered into a Member Interest and Asset Exchange Agreement to acquire a controlling stake in Patriot Glass Solutions, LLC (“PGS”) and four nanotechnology patents, in a deal valued at \$4,750,000.

Key Deal Highlights

• Acquisition Structure: TLSS, via its subsidiaries, will acquire an 80% membership interest in PGS and four proprietary nanotechnology patents. The remaining 20% of PGS will continue to be owned by Michael Wanke, who also serves as PGS’s sole Manager and will remain with the company post-closing.
• Consideration: The purchase price is \$4,750,000, which will be paid in the form of 47,500 shares of TLSS Series J Senior Convertible Preferred Stock, each with a stated value of \$100.
• Counterparties: The sellers are Badcer Ops, Inc. (a Nevada corporation), Jeff Badders, and Mercer Street Global Opportunity Fund, LLC (a Delaware entity). Mercer is an existing preferred stockholder in TLSS, underscoring ongoing relationships and alignment of interests.
• Assets Acquired: In addition to the equity interest in PGS, TLSS will gain ownership of four nanotechnology patents related to proprietary C-Bond glass strengthening technology.
• Closing Conditions: The closing is expected no later than June 1, 2026, contingent on several key conditions, including satisfactory completion of due diligence, delivery of audited financials for PGS for 2024 and 2025, unaudited Q1 2026 results, landlord consent for facility leases, and execution of an employment agreement with Mr. Wanke.

Strategic Rationale and Potential Share Price Impact

• Major Strategic Shift: The acquisition marks a significant pivot for TLSS, which has traditionally operated as a transportation and logistics holding company. The company has publicly stated its new primary strategy is to become a leader in the safety and security technology industry. This broadens its potential market, opens up new revenue streams, and may attract new investors.
• Expansion into High-Growth Markets: PGS is a profitable and established provider of window tint and security film solutions for automotive, residential, and commercial clients across Texas and the U.S. The business leverages C-Bond’s patented nanotechnology to offer advanced glass-strengthening and ballistic-resistant products, positioning TLSS in the high-demand safety and security sector.
• Proprietary Technology Acquisition: The four patents acquired with PGS relate to nanotechnology applications for strengthening brittle materials, giving TLSS a unique technological edge and potential barriers to entry for competitors.
• Organic and Regional Growth Opportunities: The company intends to use this acquisition as a platform for further organic growth, leveraging PGS’s existing network of more than 50 dealers nationwide. It also suggests an intention to transition TLSS into a more regional carrier, with additional opportunities for expansion into New England, upstate New York, and Canada.
• Alignment of Interests: The deal structure aligns the interests of Mercer Street Global Opportunity Fund, a key existing shareholder, with the future success of TLSS, as they will receive payment in preferred stock and remain involved.

Important Shareholder Considerations

• Execution Risks: The deal is subject to several customary closing conditions, including due diligence and financial audits. There is no guarantee the transaction will close as expected.
• Dilution and Capital Structure: The issuance of 47,500 Series J Senior Convertible Preferred Shares could have implications for existing shareholders, depending on the conversion terms and rights attached to those shares.
• Management Retention: The ongoing involvement of Michael Wanke as both a 20% owner and manager of PGS is a key element of the transaction, and his employment agreement is a condition to closing.
• Potential for Share Price Movement: This deal represents a material change in TLSS’s core business and strategy, which could result in a re-rating of the company’s share price, depending on investor perception of the risks and opportunities.

Additional Information

• No Securities Registered on NYSE/Nasdaq: The company notes it has no securities registered under Section 12(b) of the Exchange Act.
• No Emerging Growth Company Status: TLSS does not qualify as an emerging growth company under SEC definitions.
• Forward-Looking Statements: The company emphasizes that all statements regarding future plans, strategies, and results are subject to risks and uncertainties, including integration risks, loss of key personnel, inability to execute business strategy, and changing regulatory environments.

Conclusion

This transaction is potentially transformative for TLSS and its shareholders, representing a pivot from traditional transportation and logistics into technology-driven safety and security solutions. The acquisition of PGS and cutting-edge nanotechnology patents, if completed, could open new markets and generate significant growth opportunities. However, investors should carefully consider the execution risks, the impact on the company’s capital structure, and the ability of new management to deliver on these ambitious plans.

Disclaimer: This article is prepared for informational purposes only and does not constitute investment advice. All forward-looking statements are subject to risks and uncertainties as described in TLSS’s public filings. Please review the company’s official SEC filings and consult your financial advisor before making any investment decisions. The author and publisher assume no responsibility for investment gains or losses based on this information.

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