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
January 9, 2017 (January 4, 2017)
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)) |
As used in this Current Report, all references to the terms “we”, “us”, “our”, “MassRoots” or the “Company” refer to MassRoots, Inc., unless the context clearly requires otherwise.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.
Item 7.01
Regulation FD Disclosure.
On January 4, 2017, the Company issued a press release titled “MassRoots Issues Shareholder Letter: Highlights Recent Strategic Milestones, Projects Positive Cash-Flow in Early 2017”. A copy of the press release is filed as Exhibit 99.1 hereto, and is incorporated herein by reference.
The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01
Financial Statements and Exhibits.
The following exhibits are furnished as part of this Current Report on Form 8-K:
(d) Exhibits.
| 99.1 | Press Release titled “MassRoots Issues Shareholder Letter: Highlights Recent Strategic Milestones, Projects Positive Cash-Flow in Early 2017”, dated January 4, 2017. |
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: January 9, 2017 | By: | /s/ Isaac Dietrich | |
| Isaac Dietrich | |||
| Chief Executive Officer | |||
MassRoots Issues Shareholder Letter
Highlights Recent Strategic Milestones, Projects Positive Cash-Flow in Early 2017
DENVER, January 4, 2016 -- MassRoots, Inc. (OTCQB:MSRT) one of the leading technology platforms for the cannabis industry, announced today that the Company mailed a letter to its shareholders updating them on recent developments, financial results, and new business opportunities. Highlights include:
| · | ArcView Market Research & New Frontier Financial project the regulated cannabis industry will grow from $5.7B in 2015 to $23.1B in 2020, a compound annual growth rate of 35%. |
| · | MassRoots generated $794,000 in revenue as of September 30, 2016, an increase of 1,140% when compared to $64,000 in revenue during the same period in 2015. |
| · | Entered into a partnership with MJ Freeway – the largest cannabis seed-to-sale tracking platform that has processed more than $5 billion in cannabis transactions and has close to 50% market share. |
| · | Current growth rates show MassRoots is on track to be cash flow positive on a monthly basis starting in early 2017. |
| · | On November 8, 2016, 8 states representing 22% of the United States population voted to regulate the production and sale of cannabis. |
| · | MassRoots currently has 900,000 users out of an estimated 10 million regular cannabis consumers residing in a state with a medical or recreational cannabis laws. |
| · | Entered into a definitive agreement to acquire DDDigtal, Inc. “Whaxy” to expand MassRoots’ offerings to dispensaries and help grow its quarterly revenues. |
| · | Closed a $5 million Registered Offering in October 2016, leaving MassRoots with its strongest cash on hand in its corporate history, and has been bolstered by more than $500,000 in warrant exercises since November 1, 2016. |
“Management is extremely pleased with the recent achievements and growth trajectory that MassRoots is currently experiencing,” stated Mr. Isaac Dietrich, Founder and CEO of MassRoots Inc. “We believe that now is a perfect time to proactively communicate our strategic business model with the investment community. We are in the midst of an exciting stage in the industry; new regulations and studies have made cannabis more widely accepted than ever before. MassRoots is confident that it is ideally positioned to leverage the numerous opportunities within the rapidly expanding legal cannabis market. Going forward, we are committed to adding users and features to our best-in-class technology platform while remaining focused on our primary goal of improving shareholder value.”
To view the MassRoots Shareholder Letter please visit: https://massroots.com/investors/MassRoots_Brochure_December_2016.pdf
About MassRoots
MassRoots is one of the largest technology platforms for the regulated cannabis industry. The company's mobile apps enables consumers
to provide community-driven reviews of cannabis strains and products, enabling consumers to make educated cannabis purchasing
decisions. MassRoots is proud to be affiliated with the leading businesses and organizations in the cannabis industry, including
the ArcView Group and National Cannabis Industry Association. 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.