TLSS Signs Agreement to Acquire Nanotechnology Patents and Majority Interest in Patriot Glass Solutions

Post-Restructuring Strategy Positions Company for Entry into the Safety & Security Technology Market

MONTVALE, N.J., April 07, 2026 (GLOBE NEWSWIRE) — Transportation and Logistics Systems, Inc. (OTC OID: TLSS) (“TLSS” or the “Company”) today announced that on April 1, 2026, the Company, through its wholly-owned subsidiary TLSS Acquisition, Inc. (“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 Member Interest and Asset Exchange Agreement (the “Agreement”) 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.

The Agreement provides for a reverse triangular merger of Reverse with and into PGS, with PGS as the surviving entity (the “Merger”), pursuant to which the Seller’s eighty percent (80%) membership interest in PGS and four (4) nanotechnology patents designed to enhance the strength, performance, and sustainability of brittle material systems (the “Patents”) will be exchanged, transferred and assigned to the Acquisition Sub in exchange for the merger consideration described below.

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 June 1, 2026, ten (10) days after audited financials for PGS for year-end 2024 and year-end 2025 and unaudited financials for PGS for the first quarter of 2026 are completed and provided to TLSS, 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.

Sebastian Giordano, Chairman and Chief Executive Officer of TLSS, stated:

“This acquisition marks the beginning of TLSS’s next chapter. With our restructuring largely behind us, we are now executing a disciplined strategy to enter a sector with scale, urgency, and long-term demand. Patriot Glass Solutions brings proprietary technology, a nationwide dealer network, and real-world traction. This is not a one-and-done acquisition — it is the foundation of a focused, disciplined acquisition strategy in the safety and security technology sector. We intend to move deliberately, execute with precision, and establish a platform with meaningful organic scale that can create long-term value.”

A High-Growth Market Opportunity

The safety and security glass segment was valued at approximately $7.4–$8.8 billion in 2023–2024, with projections reaching $16–$29 billion by 2030–2034. Market expansion is being driven by:

• Rising global security concerns
• Increased defense and infrastructure spending
• Stricter safety regulations in urban construction
• Government mandates for ballistic-resistant materials in schools, public buildings, and high-security facilities
• Rapid adoption of AI-powered inspection systems
• Advances in lightweight, multi-hit polycarbonate laminates

About Patriot Glass Solutions

Based in San Antonio, Texas, PGS was founded in 2001 and is led by Michael W. Wanke, a veteran in window protection and security glass coating, who will enter into an employment agreement with PGS. Mr. Wanke holds the remaining 20% interest in PGS.

PGS has demonstrated strong market penetration and trust across both public-sector and enterprise-level customers, with installations in more than 250 schools nationwide and for many leading U.S. corporations.

Mr. Wanke commented:

“Our ballistic-resistant system is the only solution on the market that utilizes a proprietary glass strengthener to improve glass performance by up to 80%. This allows us to deliver a lighter-weight system that performs comparably to thicker, heavier alternatives. We are also the only one-way system – stopping incoming fire from the shooter side while allowing return fire from the safe side. Our solutions can be configured to stop rounds ranging from handguns to rifles, depending on customer needs.”

PGS serves commercial buildings, government agencies, educational institutions, and residential customers through a nationwide network of more than 50 dealers. Its product suite includes:

• C-Bond BRS – ballistic-resistant window film
• C-Bond Secure – forced-entry deterrent system
• Additional solar, decorative, reflective, and specialty window films.

About Transportation and Logistics Systems, Inc.

TLSS is a publicly traded holding company. For more information, visit www.tlss-inc.com.

About Patriot Glass Solutions, LLC

For more information, visit www.patriotglasssolutions.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not directly or exclusively relate to historical facts, including, but not limited to, statements regarding the expected closing of the transaction described herein, the Company’s business strategy, plans, objectives, expectations and intentions. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “potential,” or the negative of those terms, and similar expressions. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of risks and uncertainties, including, without limitation: the risk that the closing conditions to the transaction may not be satisfied on a timely basis, if at all; the risk that the transaction may not close; the Company’s ability to successfully integrate PGS’s operations; the Company’s ability to realize the anticipated benefits of the transaction; the Company’s ability to attract and retain key personnel; general market, economic and political conditions; and the risks described in the Company’s most recent Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact:

Email: info@tlss-inc.com
Phone: 1.833.764.1443