Current Report Filing (8-k)
February 05 2018 - 5:04PM
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
February
2, 2018 (February 1, 2018)
Date
of Report (Date of earliest event reported)
MassRoots,
Inc.
(Exact
name of registrant as specified in its charter)
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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2420
17
th
Street, Office 3118, 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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(833)
467-6687
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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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[
] 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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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).
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[X]
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Emerging
growth company
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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. [
]
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Item
1.01 Entry into a Material Definitive Agreement.
On
February 1, 2018, MassRoots, Inc. (the “Company”) entered into a Membership Agreement (the “Membership Agreement”)
with WeWork pursuant to which the Company will lease offices located at 2420 17
th
Street, Office 3118, Denver, Colorado
80202 effective as of February 2, 2018. The term of the Membership Agreement is for one month which term shall automatically be
renewed for successive one month terms unless terminated by either party. Pursuant to the terms of the Membership Agreement the
Company will pay a fee of $1,360 per month for the leased premises.
The
foregoing description of the
Membership
Agreement is a summary only and does not purport to set forth the complete terms of the
Membership
Agreement and is qualified in its entirety by reference to the
Membership
Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated
by reference.
Item
1.02 Termination of a Material Definitive Agreement.
On
February 2, 2018, the Company entered into a Settlement and Lease Termination Agreement (the “Agreement”) with Market
Center Investors, LLC (the “Landlord”) with respect to the Company’s leased premises located at 1624 Market
Street, Suite 201, Denver, Colorado 80202 (the “Leased Premises”). In December 2017, the Landlord commenced a legal
action to recover possession of the Leased Premises in the District Court for the City and County of Denver, Colorado (the “Lawsuit”)
for failure of the Company to make certain payments pursuant to the terms of its lease (the “Lease”) with the Landlord.
Pursuant to the terms of the Agreement, the Company paid the Landlord $145,000 and surrendered to the Landlord any and all possessory
interests and other rights in or to the Leased Premises. In addition, each party agreed to release and discharge the other party
and its affiliated entities together with its directors, officers, members, managers, employees and agents from and against any
and all claims, demands, causes of action and other liabilities arising under or relating to the Lease and a Stipulation for Dismissal
with Prejudice was filed with respect to the Lawsuit.
The
foregoing description of the Agreement is a summary only and does not purport to set forth the complete terms of the Agreement
and is qualified in its entirety by reference to the Agreement filed as Exhibit 10.2 to this Current Report on Form 8-K and
is hereby incorporated by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(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: February 5, 2018
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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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