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 January 27, 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 Series E Convertible Preferred Stock, $0.001 par value (the "Series E Shares") and a warrant to purchase 1,334 shares of Common Stock, subject to adjustment, at an initial exercise price of $0.01 per share, at a purchase price of $11.67 per Unit, subject to the terms and conditions set forth in a stock purchase agreement, entered into effective as of January 21, 2021 ("Agreement"). The Agreement provides for the sale of 101,092 Units at an original issue discount of 12.5%, raising $ $1,180,000 at closing, which occurred on January 27, 2021. The Company shall use the proceeds for working capital purposes.

On January 27, 2021, the Company entered into agreements to amend certain stock purchase agreements and ancillary documents, previously entered into on December 28, 2020, December 30, 2020, and January, 5, 2021 (the "Amended Agreements") for the issuance and sale of Series E Shares and of warrants to purchase shares of Common Stock. Such amendments provide for the material conformance of the Amended Agreements to the terms and conditions of the Agreement.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description



10.1            Stock Purchase Agreement, dated January 21, 2021, between TLSS and
              each purchaser identified on the signature pages thereto.

10.2            Form of Amendment to Transaction Documents, effective January 21,
              2021, between TLSS and each purchaser identified on the signature
              pages thereto.

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

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