SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
Date of Report (Date of earliest event reported): February
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Securities registered pursuant to Section 12(b) of the
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
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standards provided pursuant to Section 13(a) of the Exchange
Item 1.01 Entry into a Material Definitive Agreement.
Between February 16, 2021 and
February 22, 2021, MassRoots, Inc., a Delaware corporation (the
“Company”), entered into securities purchase agreements (the
“Series X Purchase Agreements”) with certain accredited investors
(the “Purchasers”) for the sale and issuance of an aggregate of
6.25 shares of the Company’s Series X Convertible Preferred Stock,
par value $0.0001 per share (the “Series X Preferred Stock”),
resulting in aggregate proceeds to the Company of $125,000. The
sale and issuance of the Series X Preferred Stock pursuant to the
Series X Purchase Agreements closed between February 17, 2021 and
February 23, 2021. Including prior sales of the Series X Preferred
Stock, the Company has received aggregate proceeds of $446,000 from
the sale and issuance of the Series X Preferred Stock.
Each share of Series X Preferred Stock is convertible into
10,000,000 shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”), subject to certain adjustments.
Subject to limited exceptions, a holder of Series X Preferred Stock
does not have the right to convert any portion of the Series X
Preferred Stock to the extent that, after giving effect to the
conversion, the holder, together with its affiliates, would
beneficially own in excess of 4.99% (subject to adjustment to up to
9.99% solely at the holder’s discretion upon 61 days’ prior notice
to the Company) of the number of shares of Common Stock outstanding
immediately after giving effect to its conversion. Until the filing
and effectiveness of an amendment to the Company’s Certificate of
Incorporation to increase the number of shares of the Company’s
Common Stock that the Company is authorized to issue with the
Secretary of State of the State of Delaware, the Series X Preferred
Stock is not convertible for any reason.
Each Purchaser represented that, at the time of the applicable
closing, it had a substantive, pre-existing relationship with the
Company and did not independently contact the Company as a result
of general solicitation.
The descriptions of the
Series X Purchase Agreements, the Series X Preferred Stock and the
Certificate of Designations, Preferences and Rights of the Series X
Convertible Preferred Stock (the “Series X Preferred Stock
Certificate of Designation”) were previously disclosed in Part II,
Item 5 of the Company’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2020, which was filed with the
Securities and Exchange Commission on December 18, 2020 (the “Form
10-Q”). Such disclosure is incorporated into this Item 1.01 and is
qualified in its entirety by reference to the full text of the form
of the Series X Purchase Agreement and the Series X Preferred Stock
Certificate of Designation, copies of which were filed as Exhibits
10.1 and 3.1, respectively, to the Form 10-Q, and which 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 shares of Series X Preferred Stock 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)
and/or Rule 506 of Regulation D promulgated thereunder.
Item 3.03 Material Modification to Rights of Security
Reference is made to the disclosures under Item 1.01 above which
are hereby incorporated in this Item 3.03 by reference.
The shares of Series X Preferred Stock rank senior to the Company’s
Common Stock and preferred stock with respect to the payment of
dividends and distributions of the assets of the Company upon
liquidation, dissolution or winding up of the Company. The holders
of Series X Preferred Stock shall have no dividend rights except as
may be declared by the Company’s board of directors.
Cautionary Note Regarding Forward-Looking Statements
The information contained in this Current Report on Form 8-K and
the exhibits attached hereto contain “forward-looking” statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. The words “intend,” “may,” “should,” “would,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential”
or “continue” or the negative of these terms or other comparable
terminology are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. While the Company believes its plans, intentions
and expectations reflected in those forward-looking statements are
reasonable, these plans, intentions or expectations may not be
achieved. The Company’s actual results, performance or achievements
could differ materially from those contemplated, expressed or
implied by the forward-looking statements. For information about
the factors that could cause such differences, please refer to the
Company’s filings with the U.S. Securities and Exchange Commission.
Given these uncertainties, you should not place undue reliance on
these forward-looking statements. The Company assumes no obligation
to update any forward-looking statement.
Item 9.01 Financial Statements and Exhibits.
exhibits and similar attachments have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The Company hereby undertakes to
furnish copies of such omitted materials supplementally upon
request by the Securities and Exchange Commission.
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.
February 23, 2021