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): April 2, 2021 (March 15, 2021)

MassRoots, Inc.

(Exact name of registrant as specified in its charter)

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):

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 March 10, 2021, MassRoots, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Series X Purchase Agreement”) with a certain accredited investor (the “Purchaser”) for the sale and issuance of 3.75 shares of the Company’s Series X Convertible Preferred Stock, par value $0.0001 per share (the “Series X Preferred Stock”), resulting in proceeds to the Company of $75,000. The sale and issuance of the Series X Preferred Stock pursuant to the Series X Purchase Agreements closed on March 15, 2021. Including prior sales of the Series X Preferred Stock, the Company has received aggregate proceeds of $521,000 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.

The 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 Agreement, 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 Holders.

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.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective March 29, 2021, Jesus M. Quintero informed the board of directors (the “Board”) of the Company of his resignation from his position as Chief Financial Officer. Mr. Quintero’s resignation was not due to any disagreement with the Company, any matter related to the Company’s operations, policies or practices, the Company’s management or the Board.

Isaac Dietrich, the Company’s Chief Executive Officer, will serve as the interim Chief Financial Officer until the Company can identify and retain a qualified replacement for Mr. Quintero.

Item 8.01 Other Events.

On April 1, 2021, the Company and Herbfluence entered into a third amendment (the “Third Amendment”) to the Letter of Intent, as amended on February 4, 2021, and on March 2, 2021, to extend the period the parties have to close the transactions contemplated thereby to April 16, 2021. There can be no assurance that the Company will be able to complete the transactions proposed in the Letter of Intent on the anticipated terms and timing, or at all.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by the full text of the Third Amendment, which has been attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The description of the Letter of Intent was previously disclosed in Item 8.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2020 (the “Prior Form 8-K”). Such disclosure is incorporated into this Item 8.01 and is qualified in its entirety by reference to the full text of the Letter of Intent, a copy of which was filed as Exhibit 99.3 to the Prior Form 8-K, and which is incorporated herein by reference.

The information in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

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.

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.