Item 1.01 Entry into a Material Definitive Agreement.

Transportation and Logistics Systems, Inc. (OTC:TLSS), ("TLSS" or the "Company"), an eCommerce fulfillment service provider, announced that, on December 31,2021, pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Rule 506(b) thereunder, the Company issued and sold units (the "Units"), each consisting of one share of the Company's Series G Convertible Preferred Stock, $0.001 par value per share (the "Series G Shares"), and a warrant to purchase 1,000 shares of the Company's Common Stock, subject to adjustment (the "Warrant Shares"), at an initial exercise price of $0.01 per share, at a purchase price of $10.00 per Unit, subject to the terms and conditions set forth in a stock purchase agreement, entered into effective as of December 31, 2021 ("Agreement"). The Agreement provides for the sale of 615,000 Units for total consideration of $6,150,000.00. The Company has agreed to file with the Securities and Exchange Commission a registration statement covering the resale of the Series G Shares and the Warrant Shares for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall pay the placement agent, who acted on its behalf in connection with sale of the Units, a cash transaction fee in the amount of 10% of the amount of the securities financing and warrants with a 5-year term and cashless exercise, equal to 10% of the amount of securities sold (on an as converted basis), at an exercise price $0.01 per share.

Item 3.02 Unregistered Sales of Equity Securities.

The sale of equity securities contemplated by the Agreement occurred on December 31, 2021, raising $6,150,000.00 at closing. The Company shall use the proceeds for working capital purposes and, subject to identifying one or more prudent opportunities, for acquisitions.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description



10.1+           Stock Purchase Agreement, dated December 31, 2021, between TLSS
              and each purchaser identified on the signature pages thereto.

10.2            From of Warrant to purchase shares of Common Stock

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

+ Disclosure Schedules and some other related Schedules and Exhibits (forms of closing documents) are omitted.

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