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
November 10, 2015 (November 10, 2015)
Date of Report (Date of earliest event reported)
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.) |
| 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
From November 9-10, 2015, MassRoots, Inc. (the “Company”) raised $1,019,375 in gross proceeds through the sale of the Company’s securities in a registered best efforts offering pursuant to an effective registration statement (the “Offering”). Included in the offering were shares of the Company’s common stock, par value $0.001 (“Common Stock”), and warrants (each whole warrant, a “Warrant”), one whole Warrant entitling the holder to purchase one share of Common Stock at a price equal to $3 per share. The purchase price paid by the investors was $1.25 for one share of Common Stock together with one half Warrant. The Warrants are immediately exercisable and expire three years from the date of issuance. The shares of Common Stock and Warrants are immediately separable and will be issued separately. The Company closed the Offering on November 10, 2015.
A total of 815,500 shares of Common Stock and 407,750 Warrants were sold in the Offering and will be issued pursuant to the Prospectus, dated November 9, 2015 and filed with the Securities and Exchange Commission as of the same date.
The sale of the securities in this Offering was made pursuant to Subscription Agreements dated as of November 10, 2015 by and among the Company and the Investors, the form of which is attached as Exhibit 4.1. The form of Warrant is attached as Exhibit 4.2. The foregoing is only a brief description of the material terms of the Offering and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the form of Subscription Agreement and the form of Warrant, which are incorporated herein by reference.
Pursuant to Rule 135, this Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
Item 8.01 Other Events
On November 10, 2015, the Company issued a press release titled “MassRoots Closes $1 Million in Overnight Offering.” A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
| 4.1 | Form of Subscription Agreement for the Offering (incorporated by reference to Exhibit 4.2 filed together with the Company’s Amendment No. 1 to the Registration Statement on Form S-1 on October 7, 2015) |
| 4.2 | Form of Warrant for the Offering (incorporated by reference to Exhibit 4.3 filed together with the Company’s Amendment No. 1 to the Registration Statement on Form S-1 on October 7, 2015) |
| 99.1 | Press Release dated November 10, 2015 entitled “MassRoots Closes $1 Million in Overnight Offering.” |
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: November 10, 2015 | By: | /s/ Isaac Dietrich | |
| Isaac Dietrich | |||
| Chief Executive Officer | |||
MassRoots Closes $1 Million in Overnight Offering
Denver, CO (November 10, 2015): MassRoots, Inc. (OTCQB: MSRT), one of the largest and fastest growing social networks for cannabis consumers, is pleased to announce it closed $1,019,375 in gross proceeds pursuant to its overnight “best efforts” offering before the market open on November 10, 2015. This is the Company’s 5th successful up-round of financing and takes the total raised by the Company since inception to $4.4 million in gross proceeds.
“We believe that closing $1 million in less than 12 hours without the assistance of an investment bank – one of our largest capital raises to date – speaks to the strength of the MassRoots team. We look forward to continuing to execute on our core and strategic business objectives,” stated MassRoots CEO Isaac Dietrich.
The Company will be providing a comprehensive update and answering shareholder questions on its conference call next Monday, November 16, 2015 at 5:30pm EST. Shareholders may submit questions ahead of time to IR@MassRoots.com.
As required by Rule 135, this press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
About MassRoots
MassRoots is one of the largest and most active communities of cannabis consumers with over 625,000 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, 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.
Forward-looking Statements:
Certain matters discussed in this announcement contain statements, estimates and projections about the growth of MassRoots' advertising business, potential partnerships, 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 the Post Effective Amendment to our S-1 Registration Statement filed with the SEC on August 11, 2015. 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. 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