Item
8.01 Other Events.
As
previously reported in the Company’s current report on Form 8-K filed with the U.S. Securities and Exchange Commission on
October 18, 2017, Mr. Dietrich was terminated as the Company’s Chief Executive Officer by the Company’s Board on October
16, 2017. The Company and Mr. Dietrich entered into a Separation Agreement on October 17, 2017 (the “Separation Agreement”),
which includes, among other things, (a) a provision that prohibits Mr. Dietrich from making non-disparaging statements concerning
the Company and related persons, and (b) a “standstill” provision which includes, among other things, Mr. Dietrich’s
agreement to not solicit, directly or through anyone acting on his behalf, a proxy vote with respect to any securities of the
Company.
On
November 14, 2017, the Company filed an action against Isaac Dietrich, its former Chief Executive Officer and a member of its
Board of Directors, with the Denver District Court in Denver, Colorado, captioned as
MassRoots, Inc. v. Isaac Dietrich
,
Case Number 2017CV34234 (the “Complaint”).
The
Complaint alleges that Mr. Dietrich intentionally made, after the date of the Separation Agreement, specified public statements
to, and quoted by,
Marijuana Business Daily
that (a) violate the non-disparagement provision in the Separation Agreement,
and (b) demonstrate Mr. Dietrich’s intent to violate the standstill provision of the Separation Agreement, which, in both
cases, were made with the intent to harm the Company. In addition, the Complaint alleges that, among other things, Mr. Dietrich
intentionally misappropriated Company funds and engaged in self-dealing by causing the Company to make unauthorized payments to
him and third parties on his behalf, for his personal benefit, in various amounts totaling in excess of $250,000, which also constituted
a wrongful conversion and civil theft of Company funds, and that Mr. Dietrich has been unjustly enriched as a consequence of the
foregoing.
MassRoots
is seeking monetary damages, attorney’s fees and costs, to the extent permissible, and such other relief that the court
deems appropriate.
The
information in this current report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act, regardless of any general
incorporation language in such filing.