Current Report Filing (8-k)
August 24 2017 - 4:13PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
August
24, 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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[ ]
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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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[ ]
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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
As
reported by the Company on its Current Report on Form 8-K filed on August 23, 2017, we entered into an Agreement and Plan of Merger
with MassRoots Legal Technology, Inc., a wholly-owned subsidiary of the Company, CannaRegs, Ltd., a Delaware corporation (“CannaRegs”),
and Amanda Ostrowitz, an individual acting solely in her capacity as a stockholder representative. Pursuant to the agreement,
MassRoots Legal Technology, Inc. will be merged with and into CannaRegs, whereby its separate corporate existence will cease and
CannaRegs will survive as a wholly-owned subsidiary of MassRoots (the “Merger”).
Item
8.01
Other
Events.
On
August 24, 2017, the Company issued a press release announcing the Merger titled “MassRoots to Acquire CannaRegs, Leading
Industry Technology Platform for Cannabis Regulatory Research & Compliance”. 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/A:
(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 24, 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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