Current Report Filing (8-k)
December 01 2016 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
December 1, 2016 (November 25, 2016)
Date of Report (Date of earliest event reported)
MassRoots, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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000-55431
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46-2612944
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1624
Market Street, Denver, CO, Suite 201
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80202
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(Address
of principal
executive
offices)
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(Zip
Code)
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(720)
442-0052
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(Registrant’s
telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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As used in this Current Report, all references
to the terms “we”, “us”, “our”, “MassRoots” or the “Company” refer
to MassRoots, Inc., unless the context clearly requires otherwise.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes information
that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs,
assumptions and expectations regarding future events, which in turn are based on information currently available to the Company.
By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors
could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed
in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s
filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities
laws.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 25, 2016, Mr. Stewart Fortier
resigned as a member of the Company's Board of Directors. The resignation was without cause or reason, and was not due to any
disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Fortier will
continue with the Company as the Company’s Lead Recruiter and Head of Culture, a non-executive role.
Item 7.01
Regulation FD Disclosure.
Amazon App Store
On December 1, 2016, MassRoots’ Android
application received approval from the Amazon App Store for listing. Owners of most Android devices can download the MassRoots
App through the Amazon App Store while the Company continues to work with Google to restore MassRoots' listing in Google Play,
as fully discussed in the Company's Current Report on Form 8-K filed on November 25, 2016.
Press Release
On November 30, 2016, the Company issued a
press release titled “MassRoots to Present at LD Micro Main Event Wednesday December 7, 2016 at 2:00pm EST and Webcasted
Live”. A copy of the press release, which is incorporated herein by reference, is filed as Exhibit 99.1 hereto and incorporated
herein by reference.
The information furnished under this Item
7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01
Financial Statements and Exhibits.
The following exhibits are furnished as part
of this Current Report on Form 8-K:
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MassRoots, Inc.
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Date: December 1, 2016
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By:
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/s/ Isaac Dietrich
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Isaac Dietrich
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Chief Executive Officer
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