Transportation & Logistics Systems, Inc.

ITEM 1A. RISK FACTORS

Risk factors that affect our business and financial results are discussed in Part I, Item 1A Risk Factors, in our 2025 Annual Report. In addition to the risk factors below, you should carefully consider the risks described in our 2025 Annual Report, which could materially affect our business, financial condition or future results. The risks described below and in our 2025 Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.

Our stockholders will experience significant dilution as a result of the issuance of shares of our common stock upon conversion of shares of Series J Preferred.

Our outstanding shares of Series J Preferred are each initially convertible for 100,000 shares of Common Stock. Furthermore, the Series J Preferred accrues dividends on a daily basis at a rate of 10% per annum, which may be paid in cash or shares of common stock, thereby increasing the number of shares of common stock issuable upon conversion. The conversion of some or all of the Series J Preferred Stock will result in the issuance of a substantial number of shares of common stock and, as a result, the percentage ownership and voting power held by our existing stockholders will be significantly reduced and our stockholders will experience significant dilution. As of March 31June 30, 2026, an aggregate of approximately 11 billion shares of common stock were issuable upon conversion of the then-outstanding Series J Preferred, not including all dividends accrued as of such date.

If the PGS acquisition is not consummated, TLSS may remain a shell company and may lack an operating business.

The Company currently has no operating business. The PGS transaction remains subject to closing conditions. If the transaction has not closed, is terminated or is otherwise delayed, TLSS may continue to meet the Rule 12b-2 definition of a shell company, may be unable to replace its discontinued operations, and may face additional difficulty raising capital, attracting acquisition partners, maintaining liquidity and complying with its reporting obligations. There can be no assurance that the PGS transaction will close or that any resulting business will generate revenue or become profitable.

Even if the PGS acquisition closes, TLSS may continue to be treated as a shell company or face uncertainty regarding its status.

Closing the PGS transaction may not, by itself, establish that TLSS is no longer a shell company. TLSS must evaluate its operations and assets as of the filing date and make the required disclosures, including any applicable information reflecting its status as a non-shell company. Until the Company can support a conclusion that it is no longer a shell company, uncertainty regarding its status may impair the marketability and liquidity of its securities, restrict resale and capital-raising activities, increase SEC review and compliance costs, and adversely affect stockholder value.