0001213900-21-053805.txt : 20211020 0001213900-21-053805.hdr.sgml : 20211020 20211020172549 ACCESSION NUMBER: 0001213900-21-053805 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210930 FILED AS OF DATE: 20211020 DATE AS OF CHANGE: 20211020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Meeks Danny CENTRAL INDEX KEY: 0001862673 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55431 FILM NUMBER: 211334974 MAIL ADDRESS: STREET 1: 1560 BROADWAY STREET 2: SUITE 17-105 CITY: DENVER STATE: CO ZIP: 80202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MassRoots, Inc. CENTRAL INDEX KEY: 0001589149 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 462612944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1560 BROADWAY, SUITE 17-105 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 816-8070 MAIL ADDRESS: STREET 1: 1560 BROADWAY, SUITE 17-105 CITY: DENVER STATE: CO ZIP: 80202 4 1 ownership.xml X0306 4 2021-09-30 0 0001589149 MassRoots, Inc. MSRT 0001862673 Meeks Danny C/O MASSROOTS, INC. 1560 BROADWAY, STE 17-105 DENVER CO 80202 1 1 1 0 Chief Executive Officer Common Stock 2021-09-30 4 J 0 482504742 A 495000000 D Series Z Convertible Preferred Stock 0 2021-09-30 4 J 0 250 1000000 A 2022-03-30 Common Stock 250 I See Foonotes On September 30, 2021, MassRoots, Inc. (the "Company") entered into an agreement and plan of merger (the "Merger Agreement") with Empire Merger Corp., a Delaware corporation, Empire Services, Inc., a Virginia corporation ("Empire"), and the Reporting Person, who was the sole shareholder of Empire, to acquire Empire. At the effective time of the Merger, each share of Empire's common stock held by the Reporting Person was converted into the right to receive certain consideration consisting, inter alia, of a number of newly-issued restricted shares of the Company's common stock, par value $0.001 per share ("Common Stock") resulting in the Stockholder holding an aggregate of 495,000,000 shares of Common Stock at and as of the Effective Time (the "Merger Share Consideration"). Shares of Series Z Convertible Preferred Stock ("Series Z") are convertible into validly issued, fully paid, and non-assessable shares of Common Stock without any consideration payable by the holder of shares of Series Z. On September 30, 2021, the Company, the Reporting Person, and Empire, entered into Series Z Preferred Stock Issuance Agreement, whereby the Company agreed to issue and sell 250 shares of Series Z in consideration of the Reporting Person or Empire to remit the sum of $1,000,000 to a third party pursuant to a certain settlement agreement for the benefit of the Company. Shares of Series Z are convertible into validly issued, fully paid, and non-assessable shares of Common Stock at any time after six months from the initial issuance date, subject to certain events, as provided in the Certificate of Designations, Preferences And Rights of Series Z Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on October 1, 2021 (the "Certificate of Designations"). Shares of Series Z have no stated maturity date and will remain outstanding indefinitely unless converted. Each share of Series Z is convertible into such number of validly issued, fully paid, and non-assessable shares of Common Stock that constitutes 0.039600000% of then-outstanding shares of Common Stock on the date of conversion notice, provided, however, that in the event of Nasdaq Listing, as defined in the Certificate of Designations, each share of Series Z will be convertible into such number of validly issued, fully paid, and non-assessable shares of Common Stock that constitutes 0.039600000% of then-outstanding shares of Common Stock on the date of Nasdaq Listing, provided, that it is the intent of the Certificate of Designations that 250 shares of Series Z represent 9.99% of then-outstanding shares of Common Stock as of the dates and subject to the described-above limitations. Notwithstanding the foregoing, each holder of shares of Series Z is subject to a certain beneficial ownership limitation of 4.99% or, upon election by the Holder, of 9.99%, as more particularly described in the Certificate of Designations. /s/ Danny Meeks 2021-10-20