TLSS Completes Reverse Merger With Patriot Glass Solutions

What happened

Transportation and Logistics Systems, Inc. (ticker TLSS), a Nevada corporation based in Montvale, New Jersey, said in a Form 8-K filed November 5, 2026 that it closed a reverse triangular merger with Patriot Glass Solutions, LLC, a Texas limited liability company, effective November 1, 2026.

Under the deal, the seller's 80% membership interest in PGS and four U.S. patents relating to nanotechnology for strengthening glass were transferred to TLSS Acquisition, Inc., a wholly owned subsidiary, in exchange for $4,750,000 in merger consideration paid as 47,500 shares of Series J Senior Convertible Preferred Stock with a stated value of $100 per share, according to the filing.

The filing says TLSS separately issued 3,518 additional Series J shares, with an aggregate stated value of $351,800, directly to the seller's shareholders — 1,759 shares each to Jeff Badders and Mercer Street Global Opportunity Fund, LLC — to settle and release three secured promissory notes dated February 24, 2025 with original principal amounts of $140,000, $75,000 and $76,000, plus $11,000 in expense advances, for which PGS had been a maker.

Michael Wanke, PGS's sole manager, retained his 20% membership interest in PGS, per the filing.

The 8-K states that immediately before the closing TLSS was a shell company with no or nominal operations following the wind-down of its legacy operations, and that it has now ceased to be a shell company.

The filing states that its shares closed at $0.14 on the event date, unchanged from the prior close, according to price data provided with the filing.

Background and deal terms

The purchase agreement was originally signed April 1, 2026 and amended six times — on June 1, July 7, August 19 and September 22, and by a notice of extension dated July 31 and a fifth amendment dated November 1 — according to the filing. Those amendments extended deadlines for delivery of disclosure schedules and PGS financial statements and the outside closing date, expanded the unaudited PGS financial statements required to cover the first two quarters of 2026, and added a covenant requiring the parties to prepare and execute a closing statement.

The filing says each closing condition was satisfied or waived, including landlord consent to assignment of and amendments to the PGS facility lease, delivery of audited PGS financial statements for 2024 and 2025 and required interim statements, release of liens on PGS and seller assets including UCC-3 terminations for merchant cash advance lenders, release of PGS as maker on the three notes, termination of Wanke's put option, and assignment of the Distributor Agreement with C-Bond Systems, Inc. and CB Nanoshield, LLC to PGS.

In connection with the closing, PGS and Wanke entered into a three-year employment agreement under which Wanke serves as PGS chief executive officer, with an initial base salary of $118,000 subject to an interim review at 90 days to determine when to raise it to $170,000. The filing says the company agreed, subject to board or compensation committee approval, to grant Wanke an option to buy TLSS common stock valued at $730,000 as of his start date, vesting one-third on the first anniversary and the remainder in equal annual installments over the following two years.

The filing also notes that share and per-share information reflects a one-for-five-thousand reverse stock split effective October 2, 2026.

What this means

An 8-K is the current report a U.S. public company must file with the SEC when a significant event occurs — a material agreement, a completed acquisition, an unregistered sale of equity, a change in control, a change in directors or officers, or a change to the company's charter or bylaws. The item numbers in this filing map to those categories, and the filing is unusually long because it also describes the acquired business.

A reverse triangular merger is a structure in which a subsidiary of the buyer merges into the target, leaving the target as the surviving entity owned by the buyer. Here, Merger Sub merged into PGS, and PGS continued as the surviving company. The transaction became effective when a certificate of merger was filed with the Texas Secretary of State.

The consideration was paid in Series J Senior Convertible Preferred Stock. Preferred stock is an equity class that ranks ahead of common stock for dividends and liquidation proceeds and can typically be converted into common shares. The $100 stated value per share is the reference amount used to calculate the preferred dividend and conversion terms; the filing does not describe those dividend or conversion rates in the excerpt provided.

The term "shell company" is a regulatory category for a public company with no or nominal operations and no or nominal assets. A shell company that acquires an operating business through a transaction that causes it to cease being a shell must file a so-called "Super 8-K" — a current report containing the same information a company would include in a Form 10 registration statement, including the acquired business's financial statements and pro forma financial information. This filing states that it is that Super 8-K.

The 3,518 Series J shares issued to the seller's shareholders were not merger consideration; they paid off debt that PGS had been obligated on. The filing does not state the interest rates or maturity dates of the three February 2025 notes, only their original principal amounts and that the shares represented payment in full including accrued interest.

The filing does not explain why TLSS chose this transaction or why the closing dates were extended six times; it records only that amendments moved the deadlines and that conditions were satisfied or waived.

The filing does not describe the post-closing capital structure in detail beyond stating that Wanke retained 20% of PGS and that the Series J shares were issued. It also does not state when the Series J preferred stock becomes convertible or at what price.