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 16, 2018 (January 9, 2018)
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, Suite 201, Denver, CO | 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. [ ] | ||
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 9, 2018, Steve Osborn resigned as Chief Technology Officer of MassRoots, Inc. (the “Company”). Mr. Osborn’s resignation was not the result from any disagreement with the Company, any matter related to the Company’s operations, policies or practices, the Company’s management or the Board.
Effective January 10, 2018, the Board appointed Jesus Quintero as Chief Financial Officer of the Company to replace Isaac Dietrich who was serving as Interim Chief Financial Officer of the Company. On January 10, 2018, the Company entered into a CFO Services Agreement (the “Agreement”) with Jesus Quintero pursuant to which Mr. Quintero will serve as Chief Financial Officer of the Company for a term of one year (the “Initial Term”), which term shall be automatically renewed for successive one year periods thereafter unless Mr. Quintero provides the Company with written notice of his intention not to renew the Agreement at least 90 days prior to the expiration of the Initial Term. The Agreement may be terminated by either party upon 90 days prior written notice to the other party. Pursuant to the terms of the Agreement, Mr. Quintero shall receive a fee of $4,000 per month and will receive a onetime issuance of 250,000 shares of the Company’s common stock, all of which vest as of January 10, 2018.
Set forth below is the biographical information of Mr. Quintero as required by Item 401 of Regulation S-K.
From January 2017 through December 2017 Jesus Quintero served as a financial consultant to several domestic and international companies including, but not limited to, Premier Radiology Services, ATR Wireless Inc. and GAM Distribution Corporation. From May 2014 until December 2016 Mr. Quintero served as Chief Financial Officer of the Company, and from January 2013 until October 2014, he served as Chief Financial Officer of Brazil Interactive Media.
Mr. Quintero has held senior finance positions with Avnet Inc., Latin Node, Inc., Globetel Communications Corp and Telefonica of Spain and has extensive experience in public company reporting and SEC compliance matters. His prior
experience also includes tenure with PricewaterhouseCoopers and Deloitte & Touch. Mr. Quintero received a B.S. in Accounting from St. John’s University and is a Certified Public Accountant in the State of New York .
Item 7.01 Regulation FD Disclosure
The Company has made available a presentation about the Company’s business, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) and is hereby incorporated by reference.
The information contained in the presentation is summary information that should be considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements the Company may make by press release or otherwise from time to time. The presentation speaks as of the date of this Report. While the Company may elect to update the presentation in the future to reflect events and circumstances occurring or existing after the date of this Report, the Company specifically disclaims any obligation to do so.
The presentation contains forward-looking statements, and as a result, investors should not place undue reliance on these forward-looking statements.
The information set forth in this Report, including without limitation the presentation, is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | CPA Services Agreement |
| 99.1 | MassRoots, Inc. presentation dated January 2018 |
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 16, 2018 | By: | /s/ Isaac Dietrich | |
| Isaac Dietrich | |||
| Chief Executive Officer | |||
CFO Services Agreement
This CFO Services Agreement is entered into as of January 10, 2018 between Jesus Quintero (“Quintero”), and Massroots, Inc. (the “Company”). Quintero hereby agrees to serve as Chief Financial Officer of Massroots, Inc. for a period of one year, with automatic renewal every January 10, 2018, unless written notice is provided by the Company to Quintero 90 days before renewal.
The compensation will be paid monthly at the beginning of each month, at a rate of USD $4,000.00. Unless otherwise directed by Quintero, all payments shall be issued in the name of JDE Development LLC and sent to:
JDE Development LLC
16860 SW 1st Street, Pembroke Pines, FL 33027.
In addition, the company will issue Quintero 250,000 shares of the Company common stock (trading symbol “MSRT”) which will vest over a period of one year from the date of this agreement. These shares will be issued in the name of Jesus M Quintero.
There will be no other fees or charges by Quintero to the Company other than pre-approved direct, third party reimbursements for costs, and pre-approved travel and related expenses.
Specific responsibilities of Quintero for the Company shall include:
1. Review and analysis of the historical accounting records
2. Implementation of appropriate internal financial controls
3. Interacting with the Company’s internal accounting staff
4. Liaison with the Company’s auditor and securities attorney regarding filing and reporting requirements
5. Preparation of financial statements including footnotes for 10Q and 10K reporting
6. Preparation of analysis of operations as may be required in regulatory filings
7. Preparation as may be required of forecasts and budgets.
8. Final review and signing of financial statements and regulatory filings
9. Maintaining the books and records and U.S. account(s) for the Company
10. Meeting with Company management and visits to the Company’s facilities as may be required.
11. Participation at investor meetings and conferences as may be required
12. Responding to phone calls from the financial community and investors
Quintero and the Company agree that the performance, compensation, and time commitment by Quintero shall be reviewed and agreed upon on an annual basis. Quintero shall be treated as a contract worker.
Quintero shall be entitled to reimbursement for appropriate business expenses, as well as travel and related expenses.
This CFO Services Agreement shall be in force until such time as a formal Employment Agreement is entered into by Quintero and the Company.
Either Quintero or the Company may terminate this Agreement provided they give ninety (90) days written notice of the termination. Upon termination by the Company, Quintero shall be entitled to recover from the Company, including, but not limited to, payment for all work performed through the date of termination.
In the event of any dispute between the parties arising out of or relating to this Agreement, said dispute shall be governed the laws of the State of Florida without reference to its conflict of law rules.
Agreed to:
| Jesus M Quintero | Date | Isaac Dietrich, | Date |