Transportation & Logistics Systems entered into a Second Amendment to its Member Interest and Asset Exchange Agreement on Jul 07 2026 to advance its planned reverse triangular merger with Patriot Glass Solutions. The amendment extends key deadlines, including delivery of 2024–2025 audits and first-half 2026 unaudited financials by July 15, full access and deliverables by July 24, and sets an outside closing date of August 4, while adding a closing statement provision. The $4.75 million consideration remains payable in 47,500 shares of Series J Senior Convertible Preferred Stock. Closing is subject to due diligence, landlord consent, financial deliveries, and other customary conditions.
Agreement details:
- Agreement type: Second Amendment to Member Interest and Asset Exchange Agreement for reverse triangular merger
- Counterparty: Badcer Ops; Patriot Glass Solutions; Jeff Badders; Mercer Street Global Opportunity Fund; Michael Wanke
- Signed / Effective: Jul 07 2026 / same
- Duration / Termination: Until closing; outside date Aug 04 2026
- Reason: Advance safety and security technology strategy via PGS acquisition
Original SEC Filing:
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