Item 2.01 Completion of Acquisition or Disposition of Assets.

Transportation and Logistics Systems, Inc. (OTC PINK: TLSS) ("TLSS" or the "Company"), a publicly-traded holding company in which its wholly-owned operating subsidiaries, Cougar Express, Inc., Freight Connections, Inc., and JFK Cartage, Inc. together provide a full suite of logistics and transportation services, announced that, on February 3, 2023, its newly-formed wholly-owned subsidiary, TLSS-STI, Inc. ("TLSS-STI"), closed on an acquisition of all outstanding stock of Severance Trucking Co., Inc., Severance Warehousing, Inc. and McGrath Trailer Leasing, Inc., which together, offer LTL trucking services throughout New England (collectively, "Severance"), with an effective date as of the close of business on January 31 2023. The sellers of the stock of each entity were 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 privately-owned full-service transportation carrier and logistics 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. With annual revenues of over $13.0 million in 2022, Severance currently operates with over 120 power units and trailers and has two locations, comprised of approximately 18,000 square feet of warehouse and cross dock space, 9,000 square feet of office and 5,750 square feet of repair facilities located in Dracut, Massachusetts and approximately 16,000 square feet of warehouse space in North Haven, Connecticut.

The total purchase price was $2,250,000, plus closing expenses of $10,747. TLSS-STI: (i) paid $365,613 in cash at closing; (ii) assumed and paid off $152,748 in vehicle debt; and (iii) entered into a $1,572,939 secured promissory note with the Seller, with interest accruing at the rate of 12% per annum. The entire unpaid principal under the note, shall be due and payable in three (3) equal payments on August 1, 2023, February 1, 2024, and August 1, 2024, respectively, together with all accrued and unpaid interest thereunder, unless paid sooner. The promissory note is secured solely by the assets of Severance and a corporate guaranty from TLSS. The purchase price is subject to a post-closing adjustment, up or down, determined by the amount by which Severance working capital as of the close of business on January 31, 2023, exceeds or falls short of the target working capital, as of September 30, 2022, on which the purchase price was calculated.

One of the Sellers also entered into a consulting agreement, including non-competition and non-solicitation provisions, to continue with Severance after the acquisition for a period of no less than three (3) months and no more than one (1) year.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description



10.1            Assignment and Assumption Agreement, dated as of January 31, 2023,
              between TLSS Acquisition, Inc., a Delaware corporation, and
              TLSS-STI, Inc., a Delaware corporation.
10.2+           First Amendment to Stock Purchase and Sale Agreement, dated as of
              February 1, 2023, among TLSS-STI, 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");
              Kathryn Boyd; Clyde J. Severance; Robert H. Severance, Jr.; Kathryn
              Boyd, as the Shareholders' Representative; and R|A Feingold Law &
              Consulting, P.A., as Closing Agent and Escrow Agent.
10.3            Secured Promissory Note, dated February 1, 2023, made by TLSS-STI,
              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, in favor of Kathryn Boyd, Clyde J. Severance, and
              Robert H. Severance, Jr.
10.4            Security Agreement, dated as of February 1, 2023, among TLSS-STI,
              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, and Kathryn Boyd, Clyde J. Severance and Robert
              H. Severance, Jr.
10.5            Absolute, Unconditional and Continuing Guaranty, dated as of
              February 1, 2023, executed by Transportation and Logistics Systems,
              Inc., a Nevada corporation, in favor of Kathryn Boyd, Clyde J.
              Severance, and Robert H. Severance, Jr.
10.6            Consulting Agreement, dated as of February 1, 2023, between
              Severance Trucking Co., Inc., a Massachusetts corporation, a wholly
              owned subsidiary of TLSS-STI, Inc., a Delaware corporation, a wholly
              owned subsidiary of Transportation and Logistics Systems, Inc., a
              Nevada corporation, and Clyde J. Severance.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

+ Disclosure Schedules and other related Schedules are omitted.

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