Current Report Filing (8-k)
August 24 2017 - 6:01AM
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
August
23, 2017 (August 23, 2017)
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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(833)
467-6687
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter).
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[X]
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Emerging
growth company
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If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [
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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
1.01
Entry
Into a Material Definitive Agreement
On
August 23, 2017, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MassRoots Legal Technology,
Inc., a wholly-owned subsidiary of the Company (“Merger Subsidiary”), CannaRegs, Ltd., a Delaware corporation (“CannaRegs”),
and Amanda Ostrowitz, an individual acting solely in her capacity as a stockholder representative. Pursuant to the Merger Agreement,
Merger Subsidiary will be merged with and into CannaRegs, whereby the separate corporate existence of Merger Subsidiary will cease
and CannaRegs will survive (the “Surviving Entity”) as a wholly-owned subsidiary of MassRoots (the “Merger”).
Upon
effectiveness of the Merger (such time, the “Effective Date”), MassRoots will issue 30,000,000 shares of its common
stock, par value $0.001 per share (“Common Stock”), to the stockholders of CannaRegs, allocated
pro-rata
based
on each stockholder’s respective holdings of common stock of CannaRegs immediately prior to the Effective Date, and each
share of the common stock of Merger Subsidiary will be converted into one newly issued, fully paid and non-assessable share of
common stock of the Surviving Entity. MassRoots also agreed to allocate up to 10,000,000 shares and/or options to purchase Common
Stock to current and future members of the CannaRegs team, pursuant to a new Equity Incentive Plan, to be approved by the Company
and its Stockholders.
Pursuant
to the Merger Agreement, MassRoots will receive a 25% membership interest in a new limited liability company, to be called Regs
Technology LLC, with the remaining 75% interest being allocated
pro-rata
to the stockholders of CannaRegs, based on each
such stockholder’s respective holdings of common stock of CannaRegs immediately prior to the Effective Date. Regs Technology
LLC will develop non-cannabis solutions for application of CannaRegs’ technology. The final form of the Operating Agreement
of Regs Technology LLC is subject to MassRoots’ final approval, as a condition to closing of the Merger.
At
Closing, MassRoots will grant to Regs Technology LLC an exclusive, irrevocable, perpetual, sub-licensable, royalty-free right
to use the CannaRegs’ technology for applications unrelated to the cannabis industry (the “License Agreement”).
In addition to other customary terms, the License Agreement provides that in the event that MassRoots is a subject to bankruptcy
proceedings, receivership or ceases doing business as a going concern, Regs Technology LLC shall have the right to acquire the
licensed technology for $50,000.
The
closing of the Merger is also subject to various conditions, including, but not limited to, (a) the Company’s employment
of Amanda Ostrowitz and Kristen Savage and (b) receipt of a joinder agreement from all of the stockholders of CannaRegs (the “Joinder
Agreement”), pursuant to which each stockholder will become a party to the Merger Agreement and provide representations
and warranties to the Company and Merger Subsidiary. The Board of Directors of MassRoots has approved the Merger Agreement, the
Merger and the other transactions contemplated thereby.
The
foregoing is only a brief description of the material terms of the Merger Agreement, License Agreement and Joinder Agreement which
are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and incorporated
herein by reference, and are qualified in their entirety by reference to such respective exhibit.
Item
8.01
Other
Events.
On
August 23, 2017, the Company will issue a press release titled “MassRoots Acquires CannaRegs, Leading Industry Technology
Platform for Cannabis Regulatory Research & Compliance, at Approximately $12 Million Valuation”. A copy of the press
release is filed as Exhibit 99.1 hereto, and is incorporated herein by reference.
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: August 23, 2017
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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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