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): May 16, 2019

 

MassRoots, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-55431   46-2612944
(State or other jurisdiction 
of incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)

 

7083 Hollywood Blvd, Office 4084 Los Angeles, CA   90028

(Address of principal

executive offices)

  (Zip Code)

 

(833) 467-6687
(Registrant’s telephone number, including area code)

 

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):

 

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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.

 

On May 16, 2019, MassRoots, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with an accredited investor pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $103,000 (the “Note”). The closing of the transactions contemplated by the SPA occurred on May 21, 2019.

 

The Note matures on May 16, 2020, bears interest at a rate of 12% per annum (increasing to 22% per annum upon the occurrence of an Event of Default (as defined in the Note)) and is convertible into shares of the Company’s common stock, par value $0.001 per share, at the Variable Conversion Price (as defined in the Note), subject to adjustment. The Note 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 Note.

 

The foregoing descriptions of the SPA and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of those documents, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

Reference is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 2.03 by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

Reference is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.

 

The Note, and the Company’s common stock issuable upon the conversion of the Note, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state. Such securities 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 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits .

 

Exhibit No.   Description
2.1   Securities Purchase Agreement, dated May 16, 2019
99.1   Convertible Promissory Note, dated May 16, 2019

 

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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.

 

  MassRoots, Inc.
     
Date: May 24, 2019 By: /s/ Isaac Dietrich
    Isaac Dietrich
    Chief Executive Officer

 

 

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