Item
8.01 Other Events.
On March
25, 2020, the U.S. Securities and Exchange Commission (the “Commission”) issued an order under Section 36 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (Release No. 34-88465) (which supersedes the Commission’s
original order dated March 4, 2020 under Section 36 of the Exchange Act (Release No. 34-88318)) granting exemptions from specified
provisions of the Exchange Act and certain rules thereunder (the “Order”). The Order provides that a registrant (as
defined in Exchange Act Rule 12b-2) subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any person
required to make any filings with respect to such a registrant, is exempt from any requirement to file or furnish materials and
any amendments thereto with the Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations
13A, 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D,
and Exchange Act Rules 13f-1, and 14f-1, as applicable, where certain conditions are satisfied.
MassRoots, Inc. (the “Company”)
is furnishing this Current Report on Form 8-K to indicate its reliance on the Order in connection with the Company’s Annual
Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) as a result of the circumstances set
forth below.
As a result of the global outbreak of the
COVID-19 virus, the global public markets, including the over-the-counter markets in the United States have been subject to substantial
volatility. As a result of the volatility in the markets, the Company has been unable to identify and raise capital necessary
for it to, among other things, pay accounting and audit fees as are necessary for the preparation and filing of the Company’s
Annual Report. As a result of the foregoing, the Company is unable to complete its 2019 audit to timely file its Annual Report.
Accordingly,
in reliance upon the Order, the Company expects to file its Annual Report on Form 10-K
approximately 45 days after March 30, 2020.
The
Company is supplementing the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2018 and its subsequent Quarterly Reports on Form 10-Q with the following risk factor:
Our
business is subject to risks arising from epidemic diseases, such as the recent outbreak of the COVID-19 illness.
The
recent outbreak of the Coronavirus Disease 2019, or COVID-19, which has been declared by the World Health Organization to be a
“public health emergency of international concern,” has spread across the globe and is impacting worldwide economic
activity. A public health epidemic, including COVID-19, poses the risk that we and our clients may be prevented from conducting
business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental
authorities. While it is not possible at this time to estimate the impact that COVID-19 could have on our business, the continued
spread of COVID-19 and the measures taken by our government could disrupt our operations as well as the operations of our clients
thereby adversely impacting our business, financial condition or results of operations. The extent to which the COVID-19 outbreak
impacts our results will depend on future developments that are highly uncertain and cannot be predicted, including new information
that may emerge concerning the severity of the virus and the actions to contain its impact.
Cautionary
Note Regarding Forward-Looking Statements
This Current Report
on Form 8-K contains statements as to the Company’s beliefs and expectations of the outcome of future events that are forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that
they do not relate strictly to historical or current facts. Examples of these statements include, but are not limited to, statements
regarding the anticipated impact of the COVID-19 outbreak on the Company’s business, financial condition or results of operations
and the businesses of its clients. These forward-looking statements are subject to risks and uncertainties that could cause actual
results to differ materially from the statements made. These risks and uncertainties include, but are not limited to, the effects
of the COVID-19 outbreak, on the demand for the Company’s services; the duration of the COVID-19 outbreak and severity of
such outbreak in the states or jurisdictions in which the Company operates; the pace of recovery following the COVID-19 outbreak;
and the adverse effects of the COVID-19 outbreak on the Company’s business and/or the market price of the Company’s
common stock and the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31,
2018 and its subsequent filings with the Commission, including subsequent periodic reports on Forms 10-Q and 8-K. Except as required
by law, the Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by
it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.