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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”)
as a result of the circumstances set forth below.
As
a result of the continuing 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 was
unable to identify and raise capital necessary for it to, among other things, pay accounting and audit fees as were necessary
for the preparation and filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. As a result
of the foregoing, there has been a delay in the Company’s ability to prepare and complete its financial statements for the
year ended December 31, 2019 which has subsequently resulted in a delay in the Company’s ability to prepare and complete
its financial statements for the quarter ended March 31, 2020 thereby resulting in the Company’s inability to timely file
the Quarterly Report.
Accordingly,
in reliance upon the Order, the Company expects to file its Quarterly Report on Form
10-Q approximately 45 days after May 15, 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:
The
spread of the COVID-19 outbreak has caused severe disruptions in the U.S. and global economy and financial markets and could potentially
create widespread business continuity issues of unknown magnitude and duration.
The
outbreak of COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in
financial markets. The global impact of the outbreak has been rapidly evolving and many countries, including the United States,
have reacted by instituting quarantines and restricting travel. Many experts predict that the outbreak will trigger a period
of global economic slowdown or a global recession. COVID-19 or another pandemic could have material and adverse effects on our
ability to successfully operate due to, among other factors:
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a
general decline in business activity of cannabis dispensaries;
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the
destabilization of the markets could negatively impact our customer and user growth and
access to capital and credit markets which could affect our access to capital necessary
to fund business operations or address maturing liabilities on a timely basis; and
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a
deterioration in our ability to ensure business continuity during a disruption.
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The
rapid development of this situation makes it nearly impossible to predict the ultimate adverse impact of COVID-19 on our business
and operations. Nevertheless, COVID-19 presents material uncertainty which could adversely affect our results of operations, financial
condition and cash flows. We continue to assess the potential impact of COVID-19, which remains uncertain at this time.
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.