Current Report Filing (8-k)
August 15 2018 - 9:32AM
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
August 15, 2018
(August 14, 2018)
Date of Report (Date
of earliest event reported)
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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7083
Hollywood Blvd, Office 4084
Los Angeles, CA
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90028
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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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☐
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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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☐
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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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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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☒
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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 8.01 Other Events.
On August 14, 2018, the Company hosted
a shareholder update call to provide an update on the roll-out of its dispensary portal, insight on recent and upcoming developments
at the Company and key milestones for the fourth quarter of 2018.
During the question and answer session
of the call, a caller identified himself as, “John Wallace from SEC Enforcement,” and asked a series of questions.
The Company has never received any communication
from the Securities and Exchange Commission (the “Commission”) Division of Enforcement since inception, and, to its
knowledge, is not the subject of any investigation by the Commission’s Division of Enforcement.
A transcript of the call is filed as Exhibit 99.1
hereto and incorporated herein by reference and a recording is accessible at https://www.massroots.com/investors/presentations/.
Subsequent to the shareholder update call,
the Company researched whether a person by the name of John Wallace was, in fact, employed by the Commission in the Division of
Enforcement. In doing so, the Company located the following Commission Investor Alert regarding persons posing as government agents:
Investor Alert: SEC Warns of Government
Impersonators
https://www.sec.gov/fast-answers/answersimpersonatorshtm.html.
The Alert includes a number to the Commission’s
automated personnel locator, which the public may use to verify whether a person is a Commission staff member. The Company conducted
a search, using the Commission’s automated personnel locator, of the name “John Wallace” and nine other spelling
variations of that name, all of which came back negative. The Company subsequently called the Commission and spoke with a receptionist
who confirmed that no person by the name of John Wallace is employed by the Commission.
Accordingly, the Company believes that
the person who identified himself during the call as being with the Commission’s Division of Enforcement may have misrepresented
himself as being a Commission staff member. The Company is submitting a report of the incident to the Commission, and intends
to investigate and attempt to identify the true identity of the caller.
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: August
14, 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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