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
October 21, 2016 (October 21, 2016)
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, Suite 201 | 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 August 12, 2016 to October 21, 2016, MassRoots, Inc. (the “Company”) completed it registered direct offering to certain investors (the “Offering”) pursuant to which we raised an aggregate in $5,000,000 in gross proceeds from the sale of shares of the Company’s common stock, par value $0.001 (“Common Stock”), together with warrants (each whole warrant, a “Warrant”), with one Warrant entitling the holder to purchase one share of Common Stock at a price equal to $0.90 per share. The purchase price paid by the investors was $0.50 for one share of Common Stock and one 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 are issued separately. This Offering was closed on October 21, 2016.
A total of 10,000,000 shares of Common Stock and 10,000,000 Warrants were sold in the Offering and have been or will be issued pursuant to the Prospectus dated August 12, 2016, as amended on August 19, 2016 and October 5, 2016.
The sale of the securities in this Offering was made pursuant to Subscription Agreements 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 October 21, 2016, the Company issued a press release titled “MassRoots Completes $5.0 Million Equity Financing.” 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 October 21, 2016 entitled “MassRoots Completes $5.0 Million Equity Financing” |
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: October 21, 2016 | By: | /s/ Isaac Dietrich | |
| Isaac Dietrich | |||
| Chief Executive Officer | |||
MassRoots Completes $5.0 Million Equity Financing
Company enters election cycle with numerous cannabis initiatives on ballots, and the strongest cash position in corporate history
DENVER, Oct. 25, 2016 -- MassRoots, Inc. (OTCQB: MSRT), one of the leading technology platforms for the cannabis industry, is pleased to announce it has completed a $5.0 million equity offering under its Registration Statement, declared effective by the Securities and Exchange Commission on August 11, 2016. There will be no further sales in this offering. MassRoots’ Founder and largest shareholder, Mr. Isaac Dietrich, led the round with participation from former MyPoints.com CEO, Mr. Steve Markowitz, Aphria, The Delavaco Group, and several family offices.
“Management believes that these funds are sufficient for the Company to reach cash-flow positive and to scale our commercialization efforts to a much wider audience,” stated MassRoots CEO Isaac Dietrich. “We are confident that the current political climate coupled with increasing demand in regulated cannabis markets presents a tremendous growth opportunity for MassRoots. Going forward, MassRoots will remain focused on introducing new monetization channels within our mobile applications while exploring strategic partnerships to expand our platform’s capabilities.”
The equity offering has given MassRoots its largest cash on hand in its corporate history as it continues to grow its user base. Further, during the 2016 election cycle, 9 states with more than 30% of the United States population will be voting on regulating the sale of cannabis for medicinal or recreational use. The company anticipates that the passage of any combination of these initiatives has the potential to significantly accelerate MassRoots’ user and revenue growth.
The regulated cannabis market in the United States is projected to reach more than $7 billion this year, according to a report by New Frontier and ArcView Market Research. That represents 26% growth over the previous year, driven largely by adult recreational sales of marijuana researchers found. Regulated adult recreational marijuana sales topped $998 million in 2015 compared to $351 million in 2014 — growing 184% year-over-year. America’s 2015 marijuana sales were higher than those of Dasani, Oreos and Girl Scout cookies. (1)
(1) http://www.forbes.com/sites/katiesola/2016/04/19/legal-u-s-marijuana-market-will-grow-to-7-1-billion-in-2016-
report/#3965b0fe568d
About MassRoots
MassRoots is one of the largest and most active technology platforms for cannabis consumers, businesses and activists with over 900,000 registered 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 Fox Business, CNBC, Fortune, Denver Post, and The Financial Times. For more information, please visit MassRoots.com/Investors.
Forward-looking Statements
Certain matters discussed in this announcement contain statements, estimates and projections about the growth of MassRoots' business,
potential partnerships, new features, and related business strategy. Such statements, estimates and projections may constitute
forward-looking statements within the meaning of the federal securities laws. Factors or events that could cause our actual results
to differ may emerge from time to time. 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
MassRoots Inc.
Mr. Isaac Dietrich, CEO
isaacdietrich@gmail.com