Item 1.01 Entry into a Material Definitive Agreement.

From August 12, 2016 to October 21, 2016, MassRoots, Inc. (the “Company”) completed it registered direct offering to certain investors (the “Offering”) pursuant to which we raised an aggregate in $5,000,000 in gross proceeds from the sale of shares of the Company’s common stock, par value $0.001 (“Common Stock”), together with warrants (each whole warrant, a “Warrant”), with one Warrant entitling the holder to purchase one share of Common Stock at a price equal to $0.90 per share. The purchase price paid by the investors was $0.50 for one share of Common Stock and one Warrant. The Warrants are immediately exercisable and expire three years from the date of issuance. The shares of Common Stock and Warrants are immediately separable and are issued separately. This Offering was closed on October 21, 2016.

A total of 10,000,000 shares of Common Stock and 10,000,000 Warrants were sold in the Offering and have been or will be issued pursuant to the Prospectus dated August 12, 2016, as amended on August 19, 2016 and October 5, 2016.

The sale of the securities in this Offering was made pursuant to Subscription Agreements by and among the Company and the Investors, the form of which is attached as Exhibit 4.1. The form of Warrant is attached as Exhibit 4.2. The foregoing is only a brief description of the material terms of the Offering and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the form of Subscription Agreement and the form of Warrant, which are incorporated herein by reference.

Pursuant to Rule 135, this Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.