8-K

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

July 9, 2015 (July 6, 2015)

Date of Report (Date of earliest event reported)

MassRoots, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-196735	46-2612944
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1624 Market Street, Denver, CO	80202
(Address of principal executive offices)	(Zip Code)

(720) 442-0052

(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))

 IMPORTANT NOTICE REGARDING FORWARD LOOKING STATEMENTS

Certain matters discussed in this current report on Form 8-K contain statements, estimates and projections about the ability of the Company to sell its shares and price of such shares, the growth of the Company’s advertising business and our related advertising strategy, general projections related to the Company’s business, and anticipated timing, benefits, financial impact and other details of the Company’s office move. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. Important factors that could cause our actual results to differ materially from those anticipated by the statements made herein include, among others, incorrect assumptions regarding the value of the Company’s shares, lack of investor interest in our shares, the results of our advertising initiatives, the continued growth and engagement of our user base, unforeseen technical or other issues that could affect the performance of our products, and the Company’s ability to realize growth and other benefits from the implementation of its strategic initiatives, including its headquarters move. Other factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Further information on our risk factors is contained in our filings with the SEC, including our Registration Statement on Form S-1 filed with the SEC on August 26, 2014. MassRoots undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The recipient of this information is cautioned not to place undue reliance on forward-looking statements.

Item 8.01 Other Events

On July 6, 2015, the Company issued a press release titled “MassRoots to Release Second Quarter Earnings Report and Host Shareholder Conference Call on July 21, 2015”. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

On July 9, 2015, the Company issued a press release titled “MassRoots Grows to 420,000 Users”. A copy of the press release is filed as Exhibit 99.2 hereto and incorporated herein by reference.

Item 9.01 

Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated July 6, 2015 titled “MassRoots to Release Second Quarter Earnings Report and Host Shareholder Conference Call on July 21, 2015”.

99.2 Press Release dated July 9, 2015 titled “MassRoots Grows to 420,000 Users”.

 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: July 9, 2015	By:	/s/ Isaac Dietrich
		Isaac Dietrich
		Chief Executive Officer

EX-99.1

MassRoots to Release Second Quarter Earnings Report and Host Shareholder Conference Call on July 21, 2015

Denver, CO (July 6, 2015): MassRoots (OTCQB: MSRT), one of the largest and most active social networks for cannabis consumers with 375,000 users, is pleased to announce it will post its financial results for the second quarter ended June 30, 2015, after market close on Tuesday, July 21, 2015. At that time, MassRoots will file its 10-Q with the Securities and Exchange Commission and then issue a brief advisory release containing a link to its financial results. Shortly thereafter, MassRoots management will be hosting a shareholder conference call to discuss the Company’s business results and outlook.

What: MassRoots Q2 2015 Financial Results and Q&A Conference Call

Date: Tuesday, July 21, 2015

Time: 4:45pm Eastern Standard Time

Dial-in Number: 1-302-202-1108 
Conference Code: 931611 

Questions for MassRoots’ management may be submitted prior to and during the call to IR@MassRoots.com. Topics are expected to include MassRoots’ user growth results and projections, development updates on expanded feature sets, and guidance on revenue. A recording of the conference call will be posted to Corporate.MassRoots.com within two hours of the call concluding.

About MassRoots

MassRoots is one of the largest and most active communities of cannabis consumers with 375,000 users. It is proud to be affiliated with the leading organizations in the cannabis industry, including the ArcView Group and National Cannabis Industry Association. MassRoots has been covered by CNN, Fox Business, CNBC, Fortune, BBC, Cannabist and the New York Times. For more information, please visit Corporate.MassRoots.com.

This information does not constitute an offer to sell or a solicitation of an offer to buy securities or assets of MassRoots. All information presented herein with respect to the existing business and the historical operating results of MassRoots and estimates and projections as to future operations, potential partnerships with other businesses, the success of events that we are attending, and other information, is based on materials prepared by the management of MassRoots and involve significant elements of subjective judgment and analysis which may or may not be correct. While the information provided herein is believed to be accurate and reliable, MassRoots makes no representations or warranties, expressed or implied, as to the accuracy or completeness of such information. In furnishing this information, MassRoots reserves the right to amend or replace some or all of the information herein at any time and undertakes no obligation to provide the recipient with access to any additional information. Nothing contained herein is or should be relied upon as a promise or representation as to the future.

Forward-looking Statements:

Certain matters discussed in this announcement contain statements, estimates and projections about the growth of MassRoots' advertising business, potential partnerships with Flowhub, success of investor events attended by the Company,and our related business strategy. Such statements, estimates and projections may constitute forward-looking statements within the meaning of the federal securities laws. Important factors that could cause our actual results to differ materially from those anticipated by the statements made herein include, among others, the success of our advertising initiatives, the continued growth and engagement of our user base, our ability to work with partners of the Company, and unforeseen technical or other problems or issues that could affect the performance of our products or our business. Further information on our risk factors is contained in our filings with the SEC, including our Registration Statement on Form S-1 filed with the SEC on August 26, 2014. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them.  Any forward-looking statement made by us herein speaks only as of the date on which it is made. MassRoots undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The recipient of this information is cautioned not to place undue reliance on forward-looking statements.

Contact:

Isaac Dietrich
Isaac@MassRoots.com

720.442.0052

EX-99.2

MassRoots Grows to 420,000 Users

Denver, CO (July 9, 2015): MassRoots (OTCQB: MSRT), one of the largest and most active communities of cannabis consumers, is pleased to announce it has crossed 420,000 users. The Company believes it is the largest social cannabis app and that there are roughly 10 million cannabis consumers in America who actively engage on social media, its immediate addressable market.

 

“MassRoots’ growth continues to exceed both our internal and external goals, putting us on a clear path to 1 million users by early 2016,” stated CEO Isaac Dietrich. “We expect to begin monetizing our userbase later this summer and much like our user growth, we believe we will deliver consistent and sustainable monthly revenue growth.”

MassRoots is expected to release its Q2 earnings report and host a shareholder conference call after market close on July 21, 2015. For more information, please see the Company’s July 6, 2015 release.

About MassRoots

MassRoots is one of the largest and most active communities of cannabis consumers with 420,000 users. It is proud to be affiliated with the leading organizations in the cannabis industry, including the ArcView Group and National Cannabis Industry Association. MassRoots has been covered by CNN, Fox Business, CNBC, Fortune, BBC, Cannabist and the New York Times. For more information, please visit Corporate.MassRoots.com.

This information does not constitute an offer to sell or a solicitation of an offer to buy securities or assets of MassRoots. All information presented herein with respect to the existing business and the historical operating results of MassRoots and estimates and projections as to future operations, potential partnerships with other businesses, the success of events that we are attending, and other information, is based on materials prepared by the management of MassRoots and involve significant elements of subjective judgment and analysis which may or may not be correct. While the information provided herein is believed to be accurate and reliable, MassRoots makes no representations or warranties, expressed or implied, as to the accuracy or completeness of such information. In furnishing this information, MassRoots reserves the right to amend or replace some or all of the information herein at any time and undertakes no obligation to provide the recipient with access to any additional information. Nothing contained herein is or should be relied upon as a promise or representation as to the future.

Forward-looking Statements:

Certain matters discussed in this announcement contain statements, estimates and projections about the growth of MassRoots' advertising business, potential partnerships with Flowhub, success of investor events attended by the Company,and our related business strategy. Such statements, estimates and projections may constitute forward-looking statements within the meaning of the federal securities laws. Important factors that could cause our actual results to differ materially from those anticipated by the statements made herein include, among others, the success of our advertising initiatives, the continued growth and engagement of our user base, our ability to work with partners of the Company, and unforeseen technical or other problems or issues that could affect the performance of our products or our business. Further information on our risk factors is contained in our filings with the SEC, including our Registration Statement on Form S-1 filed with the SEC on August 26, 2014. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them.  Any forward-looking statement made by us herein speaks only as of the date on which it is made. MassRoots undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The recipient of this information is cautioned not to place undue reliance on forward-looking statements.

Contact:

Isaac Dietrich
Isaac@MassRoots.com

720.442.0052