Current Report Filing (8-k)
November 26 2019 - 5:13PM
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
Date of Report (Date of earliest event reported): November
13, 2019
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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100 W. Broadway, Office 04-109, Long Beach, CA
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90802
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(Address of principal
executive offices)
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(Zip Code)
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(805) 214-8024
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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):
☐ 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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Securities registered pursuant to Section
12(b) of the Act: None.
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).
☒ 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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On
November 13, 2019, MassRoots, Inc. (the “Company”) issued and sold convertible notes (each, a “Note” and
collectively, the “Notes”) in the aggregate principle amount of $108,900 (including an aggregate of $9,900 original
issuance discount) to accredited investors.
The
Notes mature on May 13, 2020, bear interest at a rate of 12% per annum and are convertible into shares of the Company’s common
stock (the “Conversion Shares”) at $0.01 per share, subject to adjustment (the “Conversion Price”); provided,
however, upon the occurrence of an Event of Default (as defined in the Notes), the Conversion Price shall be 60% of the average
of the three lowest closing bid prices of the Company’s common stock during the twenty days prior to the date of conversion.
The Company is prohibited from effecting a conversion of the Notes to the extent that, as a result of such conversion, the holder
would beneficially own more than 4.99% (the “Beneficial Ownership Limitation”) of the number of shares of common stock
outstanding immediately after giving effect to the issuance of shares of common stock upon a conversion of the Notes. In the event
the Market Capitalization (as defined in the Notes) of the Company falls below $2.5 million, the Beneficial Ownership Limitation
shall be increased to 9.99%. Upon the occurrence of an Event of Default, among other things, the outstanding balance of the Notes
shall increase by 130%. The Notes may be prepaid by the Company at any time until 180 days from the issuance date thereof subject
to certain prepayment penalties set forth in the Notes.
The foregoing description
of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Note,
which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Reference
is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 2.03 by reference.
Item 3.02 Unregistered
Sales of Equity Securities.
Reference
is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.
The
Notes and the Conversion Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
or the securities laws of any state. Such securities were offered and issued in reliance on the exemption from the registration
requirements under the Securities Act afforded by Section 4(a)(2) thereof.
Item
9.01 Financial Statements and Exhibits.
(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: November 26, 2019
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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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