Item 3.02 Unregistered Sales of Equity Securities.

Transportation and Logistics Systems, Inc. (OTC:TLSS), ("TLSS" or the "Company"), an eCommerce fulfillment service provider, announced that, on January 25, 2022, 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 additional 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 that stock purchase agreement, entered into effective as of December 31, 2021 ("Agreement"), raising $700,000 at closing. The Company shall use the proceeds for working capital purposes and, subject to identifying one or more prudent opportunities, for acquisitions.

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.

A copy of the Agreement and the form of warrant were filed with the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 3, 2022. Under the Agreement, 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.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 20, 2022, the Board of Directors of the Company elected Charles Benton (age 71) to the Board of Directors of the Company to serve until his successor is elected and qualified. Mr. Benton will serve as Chairman of the Company's Audit Committee and will serve on the Company's Compensation Committee. Mr. Benton was appointed to the Board based on his extensive experience in the transportation and supply chain industries and his experience with the boards of directors of publicly-traded companies, including his various roles, such as Chairman and on governance committees. Currently, he serves as a director and Audit Chairman of Vision Hydrogen Corp. (OTC:VIHD), a company focused on the production, storage and distribution of hydrogen for the green energy economy supply chain. In the past, Mr. Benton has held the positions of Audit Committee Chairman and then Chairman of the Board of WPCS International Incorporated (NASDAQ:WPCS), a design-build engineering firm focused on the deployment of wireless networks and related services including site design, technology integration, electrical contracting, construction and maintenance.

On January 20, 2022, the Board of Directors of the Company elected Norman Newton (age 55) to the Board of Directors of the Company to serve until his successor is elected and qualified. Mr. Newton will serve as Chairman of the Company's Nominating Committee and will serve on the Company's Audit Committee. Mr. Newton was appointed to the Board based on his high-level executive skills across a multiple of large organizations and his background in implementing digital technology in various areas relevant to the Company's plans and operations. Currently, Mr. Newton is the President and CEO of AmeriCasa Solutions, LLC, a vertically integrated provider of housing to the Hispanic Community in the United States. Mr. Newton is also the Managing Director of Newton Vision Corporation, a privately held investment and consulting company with deep experience in business process reengineering, optimization, and digital transformation.

On January 20, 2022, the Board of Directors of the Company appointed John Mercadante, a current member of its Board of Directors, to serve as Chairman of the Company's Compensation Committee and to serve on the Company's Nominating Committee.

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