Item 1.01 Entry into a Material Definitive Agreement.

Transportation and Logistics Systems, Inc. (OTC PINK: TLSS), ("TLSS" or the "Company"), a logistics service provider, announced that, on January 4, 2023, its wholly-owned subsidiary, TLSS Acquisition, Inc. (the "Acquisition Sub"), entered into a stock purchase agreement ("SPA") to acquire all of the outstanding stock of Massachusetts-based Severance Trucking, Inc., and certain affiliated warehousing and vehicle leasing entities, offering an array of logistical services in New England, upstate New York and Canada (collectively, "Severance").

The sellers of the stock are Kathryn Boyd, Clyde Severance, and Robert Severance, all individuals (the "Sellers"). None of the Sellers are affiliated with the Company or its affiliates.

Severance is a full-service transportation business that has been in operation for over 100 years specializing in LTL trucking that provides next day service to major cities in New England and New York, with cartage and interline agreements with respected carriers that ensure reliable deliveries anywhere in the United States and Canada.

Severance utilizes its own fleet of trucks, driver and office personnel at two convenient and secure Massachusetts and Connecticut locations.

The SPA provides for a purchase price equal to $2,250,000, payable in cash, at Closing, subject to a reduction for debt assumed in connection with the transaction and a post-closing adjustment up or down determined by the amount by which Severance working capital at closing exceeds or falls short of the target working capital on which the purchase price is calculated.

The transaction is scheduled to close on January 31, 2023, subject to the completion of satisfactory due diligence by TLSS to confirm the accuracy of Severance's representations and warranties in the SPA and that Severance has not suffered a material adverse change in its business. It is also subject to procuring acceptable landlords' consents to Severance's assignment of the leases for its operating facilities to the Acquisition Sub and to TLSS's securing financing for the cash portion of the acquisition.

The Company's primary strategy has been to become a leader in the transportation industry in providing on-time, high-quality pick-up, transportation and delivery services. The Company expects to accomplish this goal, in part, by pursuing strategic acquisitions as a means of adding new markets in the United States, expanding its transportation and logistics service offerings, adding talented management and operational employees, expanding and upgrading its technology platform and developing operational best practices. Moreover, one factor in assessing acquisition opportunities is the potential for subsequent organic growth post-acquisition.

The Company believes that the acquisition of Severance is an excellent fit with its current business given its demographic location, services offered, and diversified customer base, and given that it would provide the Company with a long-standing, well-run profitable operation. Furthermore, the Company believes that, because Severance is strategically based in Connecticut and Massachusetts and serves New England, upstate New York and Canada, it will transition the Company into more of a regional carrier, which the Company believes, will create greater opportunities for organic growth.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description



10.1+           Stock Purchase and Sale Agreement, dated as of January 4, 2023, by
              and among TLSS Acquisition, Inc., a Delaware corporation; Severance
              Trucking Co., Inc., a Massachusetts corporation,Severance
              Warehousing, Inc., a Massachusetts corporation, and McGrath Trailer
              Leasing, Inc., a Maine corporation (collectively, the "Companies");
              The Shareholders of the Companies; Kathryn Boyd, as the
              Shareholders' Representative; and R|A Feingold Law & Consulting,
              P.A., as Closing Agent and Escrow Agent.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

+ Disclosure Schedules and other related Schedules are omitted.

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