Current Report Filing (8-k)
February 23 2021 - 4:43PM
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): February
16, 2021
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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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.
Between
February 16, 2021 and February 22, 2021, MassRoots, Inc., a Delaware corporation (the “Company”), entered into securities
purchase agreements (the “Series X Purchase Agreements”) with certain accredited investors (the “Purchasers”)
for the sale and issuance of an aggregate of 6.25 shares of the Company’s Series X Convertible Preferred Stock, par value
$0.0001 per share (the “Series X Preferred Stock”), resulting in aggregate proceeds to the Company of $125,000. The
sale and issuance of the Series X Preferred Stock pursuant to the Series X Purchase Agreements closed between February 17, 2021
and February 23, 2021. Including prior sales of the Series X Preferred Stock, the Company has received aggregate proceeds of $446,000
from the sale and issuance of the Series X Preferred Stock.
Each
share of Series X Preferred Stock is convertible into 10,000,000 shares of the Company’s common stock, par value $0.001 per
share (the “Common Stock”), subject to certain adjustments. Subject to limited exceptions, a holder of Series X Preferred
Stock does not have the right to convert any portion of the Series X Preferred Stock to the extent that, after giving effect to
the conversion, the holder, together with its affiliates, would beneficially own in excess of 4.99% (subject to adjustment to up
to 9.99% solely at the holder’s discretion upon 61 days’ prior notice to the Company) of the number of shares of Common
Stock outstanding immediately after giving effect to its conversion. Until the filing and effectiveness of an amendment to the
Company’s Certificate of Incorporation to increase the number of shares of the Company’s Common Stock that the Company
is authorized to issue with the Secretary of State of the State of Delaware, the Series X Preferred Stock is not convertible for
any reason.
Each Purchaser represented
that, at the time of the applicable closing, it had a substantive, pre-existing relationship with the Company and did not independently
contact the Company as a result of general solicitation.
The
descriptions of the Series X Purchase Agreements, the Series X Preferred Stock and the Certificate of Designations, Preferences
and Rights of the Series X Convertible Preferred Stock (the “Series X Preferred Stock Certificate of Designation”)
were previously disclosed in Part II, Item 5 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2020, which was filed with the Securities and Exchange Commission on December 18, 2020 (the “Form 10-Q”).
Such disclosure is incorporated into this Item 1.01 and is qualified in its entirety by reference to the full text of the form
of the Series X Purchase Agreement and the Series X Preferred Stock Certificate of Designation, copies of which were filed as Exhibits
10.1 and 3.1, respectively, to the Form 10-Q, and which 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
shares of Series X Preferred Stock 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) and/or Rule 506 of Regulation D promulgated thereunder.
Item 3.03 Material Modification to Rights of Security Holders.
Reference
is made to the disclosures under Item 1.01 above which are hereby incorporated in this Item 3.03 by reference.
The
shares of Series X Preferred Stock rank senior to the Company’s Common Stock and preferred stock with respect to the payment
of dividends and distributions of the assets of the Company upon liquidation, dissolution or winding up of the Company. The holders
of Series X Preferred Stock shall have no dividend rights except as may be declared by the Company’s board of directors.
Cautionary Note Regarding Forward-Looking
Statements
The information contained
in this Current Report on Form 8-K and the exhibits attached hereto contain “forward-looking” statements within the
meaning of the Private Securities Litigation Reform Act of 1995. The words “intend,” “may,” “should,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “potential” or “continue” or the negative of these terms or other comparable terminology
are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable,
these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could
differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors
that could cause such differences, please refer to the Company’s filings with the U.S. Securities and Exchange Commission.
Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation
to update any forward-looking statement.
Item 9.01 Financial Statements and Exhibits.
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*
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Schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by the Securities and Exchange Commission.
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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: February 23, 2021
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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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