UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

January 22, 2018

Date of Report (Date of earliest event reported)

 

MassRoots, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

 

000-55431

 

 

46-2612944

 

(State or other jurisdiction of incorporation)

 

 

(Commission File Number)

 

 

(IRS Employer Identification No.)

 

 

1624 Market Street, Suite 201, Denver, CO   80202

(Address of principal

executive offices)

  (Zip Code)

 

(833) 467-6687
(Registrant’s telephone number, including area code)

 

 

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):

 

  [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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).

 

  [X]

Emerging growth company

 

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.  [ ]

 

 
 

 

EXPLANATORY NOTE

 

The purpose of this amendment (the “Amendment”) to MassRoots, Inc.’s (the “Company’s”) Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 16, 2018 (the “Original Form 8-K”) is to correct an error in the CFO Services Agreement (the “Agreement”) filed as Exhibit 10.1 to the Original Form 8-K. The Agreement indicated that Jesus Quintero, the Company’s Chief Financial Officer, will receive 250,000 shares of the Company’s common stock which will vest over a period of one year from the date of the Agreement rather than the entire issuance vesting upon the date of the Agreement.

 

Except as described above, no other changes to the Original Form 8-K have been made. The Amendment continues to speak as of the date of the Original Form 8-K , and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Form 8-K. The filing of this Amendment shall not be deemed to be an admission that the Original Form 8-K, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)           Exhibits .

 

Exhibit No.   Description
10.1 CFO Services Agreement

 

 
 

 

 
 

  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.

 

 

  MassRoots, Inc.  
       
Date: January 22, 2018 By:   /s/ Isaac Dietrich  
    Isaac Dietrich  
    Chief Executive Officer