TLSS — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-14

• On October 15, 2025, we entered into settlement agreements (the “Board Settlement Agreements”) with certain directors of the Company pursuant to which the directors settled an aggregate of $374,491 in outstanding liabilities, in exchange for the issuance of an aggregate of 3,785 shares of Series J P…

• On December 15, 2025, we entered into a settlement agreement (the “CEO Settlement Agreement”) with Sebastian Giordano, with respect to certain outstanding liabilities (the “Outstanding Liabilities”). Pursuant to the CEO Settlement Agreement, Mr. Giordano agreed to settle an aggregate of $1,400,712 i…

• 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 (“TLSS Reverse”), entered into a Member Interest and Asset Excha…

• 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 t…

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• The Company accounts for a gain or loss on deconsolidation of subsidiaries or derecognition of a group of assets in accordance with ASC 810-10-40-5. The Company measures the gain or loss as the difference between (a) the aggregate of fair value of any consideration received, the fair value of any re…

• Our consolidated financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue o…

• For the three and nine months ended September 30, 2025, compared with the three and nine months ended September 30, 2024

• The following table sets forth our revenues, expenses and net loss for the three and nine months ended September 30, 2025, and 2024.

• Deemed contribution on exchange of equity instruments - - 800,380 -

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al.

• On August 4, 2020, an action was filed against Shypdirect, Prime EFS and others in the Superior Court of New Jersey for Bergen County captioned Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al. The case was assigned docket number BER-L-004534-20.

• In this action, the plaintiff seeks reimbursement of his medical expenses and damages for personal injuries following an accident with a box truck leased by Shypdirect and subleased to Prime EFS and being driven by a Prime EFS employee, in which the plaintiff’s ankle was injured. Plaintiff has thus …

• On November 9, 2020, Prime EFS and Shypdirect filed their answer to the complaint in this action and also filed a third-party action against the insurance company in an effort to obtain defense and indemnity for this action.

• On May 21, 2021, Prime EFS and Shypdirect also filed an action in the Supreme Court, State of New York, Suffolk County (the “Suffolk County Action”), seeking defense and indemnity for this claim from the insurance brokerage, TCE/Acrisure LLC, which sold the County Hall insurance policy to Shypdirect…

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• Exchange of Accounts Payable, Warrants and Accrued Expenses for Series J Preferred

• On November 12, 2025, the Company entered into exchange agreements (the “November Exchange Agreements”) with certain holders (the “November Exchange Holders”) of outstanding warrants to purchase up to an aggregate of 235,714,285 shares of common stock, pursuant to which the November Exchange Holders…