Transportation and Logistics Systems, Inc.

Item 1.01 Entry into a Material Definitive Agreement. Transportation and Logistics Systems, Inc. (OTC OID: TLSS), (“TLSS” or the “Company”), a publicly traded holding company, announced that, on July 7, 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 Second Amendment to Member Interest and Asset Exchange Agreement (the “Second 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. As previously disclosed, on April 1, 2026, the Company, the Acquisition Sub and Reverse entered into a Member Interest and Asset Exchange Agreement with the Seller, the Seller Shareholders, PGS and Wanke, as amended by a First Amendment dated June 1, 2026 (as so amended, the “Agreement”). The Agreement provides for a reverse triangular merger of Reverse with and into PGS, with PGS as the surviving entity, pursuant to which the Seller’s eighty percent (80%) membership interest in PGS and four (4) nanotechnology patents (the “Patents”) will be exchanged, transferred and assigned to the Acquisition Sub in exchange for the Merger Consideration described below. The Second Amendment amends the Agreement to, among other things, extend certain key transaction dates and add a closing statement provision. Under the Second Amendment: (i) the Schedule Delivery Date and the deadline for delivery of the applicable PGS financial statements are each no later than July 15, 2026; (ii) the deadline for the full access and deliverables provisions is July 24, 2026; (iii) the required unaudited PGS financials cover the first two (2) quarters of 2026; (iv) the outside closing date is August 4, 2026; and (v) a new Section 9.14 requires the Acquisition Sub to cause its counsel to prepare a closing statement in advance of the Closing Date, subject to review and revision by all parties. The Agreement, as modified by the Second Amendment, remains in full force and effect. The Seller is Badcer Ops, Inc., a Nevada corporation, whose shareholders are Mercer and Mr. Jeff Badders, an individual (together, the “Seller Shareholders”). Mercer is an existing preferred stockholder of the Company. The Agreement provides for merger consideration (the “Merger Consideration”) equal to $4,750,000, payable in 47,500 shares of TLSS Series J Senior Convertible Preferred Stock (the “TLSS Series J Preferred Shares”), with a stated value of $100 per share, to be issued to the Seller at the closing of the transaction. The closing of the transaction is expected to occur no later than August 4, 2026, following the delivery to TLSS of audited financials for PGS for year-end 2024 and year-end 2025 and unaudited financials for PGS for the first two (2) quarters of 2026, which financials are to be delivered no later than July 15, 2026, subject to the satisfaction or waiver of certain closing conditions, including, among others: (i) the completion of satisfactory due diligence by TLSS; (ii) the accuracy of the representations and warranties of the parties; (iii) the procurement of acceptable landlord consent to the assignment of and amendments to PGS’s lease for its operating facilities; (iv) delivery of certain financial statements; and (v) other customary closing conditions as set forth in the Agreement. The remaining 20% membership interest in PGS is currently held by and will be retained by Mr. Michael Wanke, the sole Manager of PGS. It is 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 to the expiration of the due diligence period. The Company’s primary go-forward strategy is to become a leader in the safety and security technology industry. The Company expects to accomplish this goal, in part, by pursuing strategic acquisitions as a means of securing technologies and adding new markets in the United States, expanding its safety and security service offerings, adding talented management and operational employees, expanding and upgrading its technology platform and developing operational best practices. Moreover, one factor in assessing acquisition opportunities is the potential for subsequent organic growth post-acquisition. PGS provides quality window tint solutions for auto, home, and business owners across Texas, specializing in automotive window tinting, residential window film, and commercial window film that stop harmful UV rays from passing through its window films for reduced glare, comfortable temperatures, and lower energy bills. PGS protects personal, school, government and commercial/business property across the United States using C-Bond’s proprietary glass strengthening technology to protect property from looting, rioting, break-ins, and gunfire, including our C-Bond BRS, a ballistic-resistant film system and C-Bond Secure, a multi-purpose glass strengthening primer and window film mounting solution that deters forced entry. These products are sold and installed through a growing nationwide network of more than 50 dealers. The Patents relate to the proprietary C-Bond nanotechnology applications and processes to enhance properties of strength, functionality, and sustainability of brittle material systems used by PGS. As such, the Company believes that the acquisition of PGS is an excellent fit with its current business given its demographic location, services offered, and diversified customer base, and given that it would provide the Company with a long-standing, well-run profitable operation.