Current Report Filing (8-k)
to Section 13 or 15(d) of the Securities Exchange Act of
Report (Date of earliest event reported): July 13,
name of registrant as specified in its charter)
or other jurisdiction
Broadway, Suite 17-105, Denver CO
telephone number, including area code)
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.
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
registered pursuant to Section 12(b) of the
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, 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
Item 1.01 Entry into a Material Definitive Agreement.
Between July 13, 2020 and
August 31, 2020, MassRoots, Inc. (the “Company”) issued and sold
convertible notes (the “Notes”) in the aggregate principal amount
of $176,000 (including an aggregate of $16,000 original issuance
discount) to investors. The Notes mature on dates ranging from
January 13, 2021 to March 1, 2021.
On September 1, 2020, the
Company issued and sold a convertible note (the “September Note”,
together with the Notes, the “2020 Notes”) in the principal amount
of $49,500 (including a $4,5000 original issuance discount) to an
investor. The September Note matures on March 1, 2021.
The 2020 Notes accrue interest at a rate of 12% per annum and are
convertible into shares of the Company’s common stock at a
conversion price of $0.01 per share, subject to adjustment;
provided, however, upon the occurrence of an Event of Default (as
defined in the 2020 Notes), the conversion price shall be 60% of
the average of the three lowest closing bid prices of the Company’s
common stock during the twenty days prior to the date of
conversion; provided, further however, upon the occurrence of an
Event of Default, the conversion price shall not be less than
$0.001 per share. The Company is prohibited from effecting a
conversion of the 2020 Notes to the extent that, as a result of
such conversion, the holder would beneficially own more than 9.99%
of the number of shares of common stock outstanding immediately
after giving effect to the issuance of shares of common stock upon
a conversion of the 2020 Notes. Upon the occurrence of an Event of
Default, among other things, the outstanding balance of the 2020
Notes shall increase to 130% of the outstanding balance immediately
prior to the occurrence of the Event of Default. The 2020 Notes 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 2020 Notes.
The foregoing descriptions of
the Notes and the September Note do not purport to be complete and
are qualified in their entirety by reference to the full text of
the form of the Notes and the September Note, 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 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 2020 Notes 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) thereof.
8.01 Other Events.
Company has made available a presentation about the Company’s
business, a copy of which is filed as Exhibit 99.1 to this Current
Report on Form 8-K (this “Report”) and is hereby incorporated by
information contained in the presentation is summary information
that should be considered in the context of the Company’s filings
with the Securities and Exchange Commission and other public
announcements the Company may make by press release or otherwise
from time to time. The presentation speaks as of the date of this
Report. While the Company may elect to update the presentation in
the future to reflect events and circumstances occurring or
existing after the date of this Report, the Company specifically
disclaims any obligation to do so.
presentation contains forward-looking statements, and as a result,
investors should not place undue reliance on these forward-looking
9.01 Financial Statements and Exhibits.
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.
September 4, 2020
Massroots (PK) (USOTC:MSRT)
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Massroots (PK) (USOTC:MSRT)
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