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 14, 2017 (November 14, 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) |
| (833) 467-6687 |
| (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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ||
| [X] | Emerging growth company
| |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] | ||
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. Such forward-looking statements include, but are not limited to, statements regarding the Company focusing its efforts to push its business to cash-flow positive as quickly as possible, third quarter financial results not reflecting MassRoots’ potential, sharing some exciting developments over the coming weeks and the Company being uniquely positioned to best serve the needs of the cannabis industry. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. 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. These factors include, without limitation, our ability to leverage revenue streams from our installed base of users and recent acquisitions to become cash-flow positive, our ability to execute our business strategy, our ability to best serve the needs of the cannabis industry, the on-going effects of the enactment of legislation relating to the production of and the commercialization of cannabis products and the risk that additional information may become known prior to the expected filing of information or financial statements with the Securities and Exchange Commission. Other 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 November 14, 2017, the Company issued a press release titled, “MassRoots Provides Shareholder Update on Key Objectives and Upcoming Events.” In addition to summarizing the filing of the Company’s Quarterly Report on Form 10-Q, the press release announced that management will be hosting a shareholder conference call on November 16, 2017 to discuss the Quarterly Report and answer questions.
A copy of the press release is filed as Exhibit 99.1 hereto and 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.
(d) Exhibits.
| 99.1 | Press Release titled “MassRoots Provides Shareholder Update on Key Objectives and Upcoming Events”, dated November 14, 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: November 14, 2017 | By: | /s/ Scott Kveton | |
| Scott Kveton | |||
| Chief Executive Officer | |||
MassRoots Provides Shareholder Update on Key Objectives and Upcoming Events
Company focusing efforts to push business to cash-flow positive by leveraging its installed base of users and recent acquisitions
DENVER, CO-- MassRoots, Inc. (OTCQB: MSRT), a leading technology platform in the legal cannabis industry, has filed its quarterly report with the Securities and Exchange Commission (SEC) for the quarter ending September 30, 2017.
For the three months ended September 30, 2017 and 2016, MassRoots generated revenues of $11,516 and $209,003, respectively, a decrease of $197,487 over the prior year. Of the $11,516 generated in the three months ended September 30, 2017, all was made up of advertising revenue related to the MassRoots network. For the three months ended September 30, 2017 and 2016, MassRoots’ operating expenses were $7,533,530 and $2,094,211, respectively, an increase of $5,439,319, principally related to stock-based compensation. MassRoots also made a $300,000 investment in CannaRegs during the quarter along with the relaunch of its website and Dispensary Finder service.
“Moving forward we intend to focus our efforts to push the business to cash-flow positive as quickly as possible by maximizing revenue streams from the investments made over the last three years and continuing our cost-cutting efforts,” said Scott Kveton, MassRoots’ recently appointed interim CEO.
Three year MassRoots board member Vincent “Tripp” Keber stated,“The Q3 financial results do not reflect what we believe to be MassRoots’ potential, and reaffirms the board’s decision last month to make a leadership change. In this regard, we have asked our interim CEO Scott Kveton to refocus efforts with the plans he has put into motion for a direct-to-consumer & B2B play by leveraging our installed base of users and recent acquisitions.”
MassRoots’ 2017 acquisitions have focused on expanding its software offerings for licensed cannabis businesses. In January, MassRoots acquired Whaxy, a fully white labeled ordering software for licensed cannabis businesses for end-to-end transactional automation. In July 2017, MassRoots acquired Odava, a point-of-sale software for licensed dispensaries.
“We thank our shareholders for their continued support,” concluded Kveton. “We look forward to sharing some exciting developments and reporting back on our progress over the coming weeks.”
MassRoots management will be hosting a shareholder conference call to discuss MassRoots’ quarterly report:
What: MassRoots Shareholder Update and Q&A
Date: Thursday, November 16, 2017
Time: 4:30 pm Eastern Daylight Time
Dial-in Number: (888) 750-3467
Conference Code: 5289063
Questions for MassRoots’ management may be submitted prior to the call to ir@massroots.com.
About MassRoots
MassRoots, Inc. is one of the leading technology platforms for the regulated cannabis industry. Powered by more than one million registered users, the Company's mobile apps empower consumers to make educated cannabis purchasing decisions through community-driven reviews. Its compliance and point-of-sale system, MassRoots Retail, enables cannabis-related businesses to streamline their retail operations and manage compliance reporting to state regulators. With a significant market share of medical cannabis patients in certain markets and more than 25,000 shareholders, the Company believes it is uniquely positioned to best serve the needs of the cannabis industry. For more information, please visit MassRoots.com/Investors and MassRoots, Inc.'s filings with the U.S. Securities and Exchange Commission.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," "encouraged" and similar expressions and include statements regarding MassRoots focusing its efforts to push its business to cash-flow positive as quickly as possible, third quarter 2017 financial results not reflecting MassRoots’ potential, sharing some exciting developments over the coming weeks and MassRoots being uniquely positioned to best serve the needs of the cannabis industry. The forward-looking statements are based on management's expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, our ability to leverage revenue streams from our installed base of users and recent acquisitions to become cash-flow positive, our ability to execute our business strategy, our ability to best serve the needs of the cannabis industry, the on-going effects of the enactment of legislation relating to the production of and the commercialization of cannabis products and the other factors described in our filings with the SEC. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release based on new information, future events, or otherwise, except as required by law.