Current Report Filing (8-k)
September 04 2020 - 5:16PM
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): July 13, 2020
MassRoots,
Inc.
(Exact
name of registrant as specified in its charter)
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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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1560
Broadway, Suite 17-105, Denver CO
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80202
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(Address
of principal
executive
offices)
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(Zip Code)
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(720)
240-9546
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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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☐
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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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☐
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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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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.
Between
July 13, 2020 and August 31, 2020, MassRoots, Inc. (the “Company”) issued and sold convertible notes (the “Notes”)
in the aggregate principal amount of $176,000 (including an aggregate of $16,000 original issuance discount) to investors. The
Notes mature on dates ranging from January 13, 2021 to March 1, 2021.
On
September 1, 2020, the Company issued and sold a convertible note (the “September Note”, together with the Notes, the
“2020 Notes”) in the principal amount of $49,500 (including a $4,5000 original issuance discount) to an investor. The
September Note matures on March 1, 2021.
The 2020 Notes
accrue interest at a rate of 12% per annum and are convertible into shares of the Company’s common stock at a conversion
price of $0.01 per share, subject to adjustment; provided, however, upon the occurrence of an Event of Default (as defined in the
2020 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; provided, further however, upon the occurrence of an Event of Default,
the conversion price shall not be less than $0.001 per share. The Company is prohibited from effecting a conversion of the 2020
Notes to the extent that, as a result of such conversion, the holder would beneficially own more than 9.99% 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
2020 Notes. Upon the occurrence of an Event of Default, among other things, the outstanding balance of the 2020 Notes shall increase
to 130% of the outstanding balance immediately prior to the occurrence of the Event of Default. The 2020 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
2020 Notes.
The
foregoing descriptions of the Notes and the September Note do not purport to be complete and are qualified in their entirety by
reference to the full text of the form of the Notes and the September Note, which are attached as Exhibits 10.1 and 10.2, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
Item 3.02 Unregistered
Sales of Equity Securities.
Reference is made
to the disclosures under Item 1.01 above which are hereby incorporated in this Item 3.02 by reference.
The 2020 Notes
have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws
of any state and 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
8.01 Other Events.
The Company has made available a presentation about the Company’s business, a copy of
which is filed as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is hereby incorporated by
reference.
The
information contained in the presentation is summary information that should be considered in the context of the Company’s
filings with the Securities and Exchange Commission and other public announcements the Company may make by press release or otherwise
from time to time. The presentation speaks as of the date of this Report. While the Company may elect to update the presentation
in the future to reflect events and circumstances occurring or existing after the date of this Report, the Company specifically
disclaims any obligation to do so.
The
presentation contains forward-looking statements, and as a result, investors should not place undue reliance on these forward-looking
statements.
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: September 4, 2020
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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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2