Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03 Material Modification to Rights of Security Holders.
As previously reported in the Current Report on Form 8-K filed by Transportation and Logistics Systems, Inc. (OTCID: TLSS) (the “Company”), a publicly traded holding company, with the Securities and Exchange Commission on August 12, 2026, at a special meeting of the stockholders of the Company held on August 11, 2026, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 5,000-for-1 (the “Reverse Stock Split”).
On September 18, 2026, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada providing for the Reverse Stock Split (the “Certificate of Change”) and the Reverse Stock Split became effective on October 2, 2026 (the “Effective Date”).
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split became effective on the Effective Date. The common stock will begin trading on a split-adjusted basis on the OTC Markets under the existing trading symbol “TLSS” once The Depository Trust Company (“DTC”) completes processing of the rounding up of fractional shares at the beneficial owner level. The CUSIP number for the common stock will change to 89388L207.
Split Adjustment; No Fractional Shares . On the Effective Date, the total number of shares of common stock held by each stockholder automatically converted into the number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) five thousand (5,000). No fractional shares were issued in connection with the Reverse Stock Split, and no cash or other consideration was paid in lieu of fractional shares. Instead, the Company issued one whole share of post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
Non-Certificated Shares; Certificated Shares . Equiniti Trust Company, LLC is acting as the transfer and exchange agent for the Reverse Stock Split.
Registered stockholders are not required to take any action to receive post-Reverse Stock Split shares. Stockholders who hold their shares in electronic form at brokerage firms also do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.