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
Date of Report (Date of earliest event reported):
May 24, 2021
MassRoots, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-55431
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46-2612944
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1560 Broadway, Suite 17-105, Denver, CO
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80202
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(Address of principal executive offices)
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(Zip Code)
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(303) 816-8070
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(Registrant’s telephone number, including area code)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act: None.
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).
☒
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 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
Amendment
On May 24, 2021, MassRoots,
Inc., a Delaware corporation (the “Company”) filed with the Secretary of State of the State of Delaware:
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(i)
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a certificate of amendment of the certificate of incorporation of the Company to amend the provisions
of the Company’s Certificate of Designations, Preferences, and Rights of the Series X Convertible Preferred Stock filed with the
Secretary of State on May 24, 2021 (“Series X Amendment”); and
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(i)
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a certificate of amendment of the certificate of incorporation of the Company to amend the provisions
of the Company’s Certificate of Designations, Preferences, and Rights of the Series Y Convertible Preferred Stock filed with the
Secretary of State on December 30, 2020 (“Series Y Amendment”).
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Series X Amendment and Series
Y Amendment are identical except for pertaining to Certificate of Designations, Preferences, and Rights of the Series X Convertible Preferred
Stock filed with the Secretary of State on May 24, 2021 (“Series X Certificate of Designations”) and Certificate of Designations,
Preferences, and Rights of the Series Y Convertible Preferred Stock filed with the Secretary of State on December 30, 2020 (“Series
Y Certificate of Designations”) respectively.
The amendments, which were
effective upon filing, changed the conversion rights of the holders of shares of convertible preferred stock to allow the Company to extend
the time period before conversion of Series X and Y Convertible Preferred Stock up until November 30, 2022, subject to certain conditions
including the increase of the Company’s authorized shares of common stock to 1,200,000,000 and closing of a definitive agreement
with Empire Services, Inc. (“Empire”) to acquire the entirety of issued and outstanding equity of Empire. Further, under the
terms of Series X Certificate and Series Y Certificate, as amended, the Company is required to exercise its redemption option and use
10% of aggregate proceeds from capital raises amounting to $10 million to redeem its outstanding preferred shares (10% for Series X Preferred
Stock and 10% for Series Y Preferred Stock) and 15% (15% for Series X Preferred Stock and 15% for Series Y Preferred Stock) of the portion
of such aggregate capital raises that exceeds $10 million in the event Qualified Equity Financing (as defined in Series X Amendment and
Series Y Amendment) occurs. Should the Company list its common stock to a senior exchange, the Company will be required to redeem 40%
of its outstanding shares of the holders of Series X Preferred Stock and Series Y Preferred Stock on a pro rata basis.
The above description of Series
X Amendment and Series Y Amendment is a summary and is qualified by reference to the full text of Series X Amendment and Series Y Amendment,
which are attached hereto as Exhibit 3.1 and Exhibit 3.2 respectively and incorporated herein by reference.
Series X Certificate of Designations
As previously reported by
the Company in the Company’s Annual Report on Form 10-K for the fiscal yesar ended December 31, 2020, the Company filed Series X
Certificate of Designations with the Secretary of State of the State of Delaware on November 23, 2020. Nevertheless, on May 24, 2021,
in the process of filing of Series X Amendment, the Company was informed by the representative of the Secretary of State of the State
of Delaware (the “Representative”) that the Series X Certificate of Designations had not been previously filed. In response,
the Company provided the Representative with a copy of Series X Certificate stamped by the Secretary of State of the State of Delaware
dated November 23, 2020, SR 20208466098, File Number 5325528. Nevertheless, the Representative advised that the Series X Certificate of
Designations was not in the records of the Secretary of State of the State of Delaware and requested the Company re-filed with Series
X Certificate the Secretary of State of the State of Delaware. In the interest of administrative economy, the Company complied.
As a result, the Company is
currently in possession of filed and stamped copies of Series X Certificate as follows:
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(i)
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a copy dated November 23, 2020, SR 20208466098, File Number 5325528; and
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(ii)
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a copy dated May 24, 2020, SR 20212025083, File Number 5325528.
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It is the Company’s
position that the situation resulted from a scrivener’s error on the side of the Secretary of State of the State of Delaware. In
any event, the Company represents and acknowledges that all issuances of the shares of Series X Preferred Stock are confirmed, approved,
and ratified by the board of directors of the Company.
Item 7.01 Regulation FD Disclosure.
On May 25, 2021, the Company
issued a press release announcing the filing of Series X Amendment and Series Y Amendment with the Secretary of State of the State of
Delaware. A copy of this press release is furnished herewith as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits: The following exhibits are filed as part of this report:
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Exhibit No.
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Description
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3.1
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Certificate of amendment of the certificate of incorporation of the Company effective May 24, 2021, amending Certificate of Designations, Preferences, and Rights of the Series X Convertible Preferred Stock filed with the Secretary of State on May 24, 2021
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3.2
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Certificate of amendment of the certificate of incorporation of the Company effective May 24, 2021, amending Certificate of Designations, Preferences, and Rights of the Series Y Convertible Preferred Stock filed with the Secretary of State on December 30, 2020
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99.1
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Press Release of the Company issued on May 25, 2021
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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.
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MassRoots, Inc.
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Date: May 25, 2021
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By:
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/s/ Isaac Dietrich
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Isaac Dietrich
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Chief Executive Officer
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3
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF MASSROOTS, INC.
MassRoots,
Inc., (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware,
hereby certifies as follows:
1. This certificate of
amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Designations,
Preferences, and Rights of the Series X Convertible Preferred Stock filed with the Secretary of State on May 24, 2021, as amended,
as follows:
Paragraph
one of Section 5 of Certificate of Designations, Preferences, and Rights of the Series X Convertible Preferred Stock is hereby amended
by deleting in its entirety and substituting the following in lieu thereof:
[***]
5. Conversion.
At any time
after the Initial Issuance Date, as defined in this Section 5, each share of Series X shall be convertible into validly issued, fully
paid, and non-assessable shares of Common Stock, on the terms and conditions set forth in this Section 5.
In the event,
the Corporation fails to complete either (i) the closing of a definitive agreement with Empire Services, Inc., a Virginia corporation
(“Empire”), pursuant to which the Corporation acquires the entirety of issued and outstanding equity of Empire (the
“Empire Transaction”); or (ii) the Common Stock Increase, on or before September 30, 2021, solely for the purpose
of this Section 5, the Initial Issuance Date shall mean September 30, 2021. If the Empire Transaction and the Common Stock Increase are
consummated on or prior to September 30, 2021, the Initial Issuance Date, solely for the purpose of this Section 5, shall mean November
30, 2022. “Common Stock Increase” means the filing and effectiveness of an amendment to the Corporation's Certificate
of Incorporation to increase the number of shares of the Common Stock that the Corporation is authorized to issue to 1,200,000,000 shares
with the Secretary of State of the State of Delaware.
[***]
2. Section 4 of
Certificate of Designations, Preferences, and Rights of the Series X Convertible Preferred Stock is hereby amended by adding thereto
an additional paragraph, such paragraph is to read as follows:
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State of Delaware
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Secretary of State
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Division of Corporations
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Delivered 01:50 PM 05/24/2021
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FILED 01:51 PM 05/24/2021
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SR 20212025448 - File Number 5325528
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[***]
In the event
of (i) any issuance of Common Stock or Common Stock Equivalents by the Corporation for cash consideration in a transaction or series
of transactions exempt from registration or registered under the Securities Act while any of the Series X shares are outstanding (the
“Qualified Equity Financing”), (ii) whereby the aggregate proceeds of the Qualified Equity Financing exceed $10 million
in a six months period, 15% of the portion of the aggregate proceeds from the Qualified Equity Financing exceeding $10 million and 10%
of the portion of the aggregate proceeds from the Qualified Equity Financing that does not exceed $10 million shall be used by the Corporation
solely to exercise its redemption right under this Section 4 within five (30) days of the closing of the Qualified Equity Financing (the
“Closing Date”), provided, that the Corporation shall exercise its redemption right on a pro rata basis to all holders
of Series X Preferred Stock as of the Closing Date. In the event the Corporation's Common Stock is listed on a national securities exchange
(the “Listing Event”), the Corporation shall exercise its redemption right under this Section 4 within thirty (30)
days of the Listing Event to redeem up to 40% (“Redemption”) of the issued and outstanding shares of Series X Preferred Stock
(the “Listing Event Shares”) on a pro rata basis to all holders of Series X Preferred Stock as of the date of the
Listing Event. The Redemption % shall be reduced by any shares of Preferred Stock that are redeemed prior to the Listing Event. In the
event, the Corporation fails to exercise its option to redeem Series X Preferred Stock timely, then the entirety of the shares of Series
X Preferred Stock that the Corporation failed to redeem shall become convertible pursuant to Section 5 herein without any further instrument,
and the each Holder of shares Series X Preferred Stock shall be entitled to convert such shares in accordance with Section 5.
[***]
3. The foregoing amendment
was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the
Corporation has caused this certificate to be executed by its duly authorized officer on May 24, 2021.
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MassRoots, Inc.
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By:
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/s/ Isaac Dietrich
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Name:
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Isaac Dietrich
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Title:
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Chief Executive Officer
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Exhibit 3.2
CERTIFICATE OF AMENDMENT OF CERTIFICATE
OF INCORPORATION
OF MASSROOTS, INC.
MassRoots, Inc.,
(the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware,
hereby certifies as follows:
1. This certificate of
amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of
Designations, Preferences, and Rights of the Series Y Convertible Preferred Stock filed with the Secretary of State on December 30,
2020, as amended, as follows:
Paragraph one of
Section 5 of Certificate of Designations, Preferences, and Rights of the Series Y Convertible Preferred Stock is hereby amended by deleting
in its entirety and substituting the following in lieu thereof:
[***]
5. Conversion.
At any time after
the Initial Issuance Date, as defined in this Section 5, each share of Series Y shall be convertible into validly issued, fully paid,
and non-assessable shares of Common Stock, on the terms and conditions set forth in this Section 5.
In the event,
the Corporation fails to complete either (i) the closing of a definitive agreement with Empire Services, Inc., a Virginia corporation
(“Empire”), pursuant to which the Corporation acquires the entirety of issued and outstanding equity of Empire (the
“Empire Transaction”); or (ii) the Common Stock Increase, on or before September 30, 2021, solely for the purpose of
this Section 5, the Initial Issuance Date shall mean September 30, 2021. If the Empire Transaction and the Common Stock Increase are consummated
on or prior to September 30, 2021, the Initial Issuance Date, solely for the purpose of this Section 5, shall mean November 30, 2022.
“Common Stock Increase” means the filing and effectiveness of an amendment to the Corporation’s Certificate of
Incorporation to increase the number of shares of the Common Stock that the Corporation is authorized to issue to 1,200,000,000 shares
with the Secretary of State of the State of Delaware.
[***]
2. Section
4 of Certificate of Designations, Preferences, and Rights of the Series Y Convertible Preferred Stock is hereby amended by adding thereto
an additional paragraph, such paragraph is to read as follows:
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State of Delaware
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Secretary of State
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Division of Corporations
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Delivered 11:17 AM 05/24/2021
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FILED 11:17 AM 05/24/2021
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SR 20212010922 - File Number 5325528
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[***]
In the event
of (i) any issuance of Common Stock or Common Stock Equivalents by the Corporation for cash consideration in a transaction or series
of transactions exempt from registration or registered under the Securities Act while any of the Series Y shares are outstanding (the
“Qualified Equity Financing”), (ii) whereby the aggregate proceeds of the Qualified Equity Financing exceed $10 million
in a six months period, 15% of the portion of the aggregate proceeds from the Qualified Equity Financing exceeding $10 million and 10%
of the portion of the aggregate proceeds from the Qualified Equity Financing that does not exceed $10 million shall be used by the Corporation
solely to exercise its redemption right under this Section 4 within five (30) days of the closing of the Qualified Equity Financing (the
“Closing Date”), provided, that the Corporation shall exercise its redemption right on a pro rata basis to all holders
of Series Y Preferred Stock as of the Closing Date. In the event the Corporation’s Common Stock is listed on a national securities
exchange (the “Listing Event”), the Corporation shall exercise its redemption right under this Section 4 within thirty
(30) days of the Listing Event to redeem up to 40% (“Redemption”) of the issued and outstanding shares of Series Y
Preferred Stock (the “Listing Event Shares”) on a pro rata basis to all holders of Series Y Preferred Stock as of
the date of the Listing Event. The Redemption % shall be reduced by any shares of Preferred Stock that are redeemed prior to the Listing
Event. In the event, the Corporation fails to exercise its option to redeem Series Y Preferred Stock timely, then the entirety of the
shares of Series Y Preferred Stock that the Corporation failed to redeem shall become convertible pursuant to Section 5 herein without
any further instniment, and the each Holder of shares Series Y Preferred Stock shall be entitled to convert such shares in accordance
with Section 5.
[***]
3. The
foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation
has caused this certificate to be executed by its duly authorized officer on May 24, 2021.
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MassRoots, Inc.
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By:
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/s/ Isaac Dietrich
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Name:
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Isaac Dietrich
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Title:
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Chief Executive Officer
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Exhibit 99.1
MassRoots
Amends its Certificate of Incorporation to Proceed with Acquisition of Empire Services, Inc.
MassRoots, Inc. recently entered into a Letter
of Intent to acquire Empire Services, Inc., which is expected to result in MassRoots generating significant revenues and positive cashflows
from operations
Norfolk, VA May 25, 2021 -- MassRoots, Inc. (“MassRoots”
or the “Company”) (OTCPink: MSRT) announced that it obtained all necessary consents to amend its certificate of incorporation
with regard to rights and preferences of shares of Series X and Y Preferred Stock (“Preferred Stock”) and filed the pertinent
certificates of amendment to its certificate of incorporation with the Secretary of State of Delaware. MassRoots took this step to effectuate
the planned acquisition of Empire Services, Inc. (“Empire”) and to establish such terms of redemption of Preferred Stock that
it believes are favorable to the Company.
The certificates of amendment are available on the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on May 25, 2021.
MassRoots currently has 498,174,656 outstanding shares of common stock
out of 500,000,000 authorized shares of common stock. Approximately 30,750 shareholders own the 467,713,954 shares of common stock in
MassRoots’ float as of May 18, 2021.
“We are incredibly grateful to MassRoots’ shareholders
for their continued support and notes of encouragement for our proposed acquisition of Empire, which we believe will be transformative
for our Company,” stated Isaac Dietrich, MassRoots’ Chief Executive Officer. “Upon closing of the Empire acquisition,
we intend to apply to uplist to the Nasdaq Capital Market or the NYSE American Market as we believe a listing on a national stock exchange
would result in a significant increase in visibility, liquidity, and institutional interest for MassRoots’ stock.”
Danny Meeks, Empire’s sole shareholder, stated, “For the
past several weeks, I have been working closely with MassRoots to establish strong corporate governance procedures and minimize, if not
completely eliminate, any future dilution from its outstanding preferred shares. We’ve also implemented several technological solutions
such as a cloud-based ERP system, live website pricing, and a cash for clunkers program which has resulted in a 14% week over week increase
in our revenues. I believe the key to creating long-term shareholder value is to demonstrate consistent revenue growth, generate positive
cashflows from operations, and conduct as few capital raises as possible – with their primary purpose being to finance acquisitions
of profitable businesses. With MassRoots’ storied history, shareholder base of over 30,000 people and entities, and improving capital
structure, I believe our combined companies will have one of the most unique and compelling stories in the small cap market.”
Upon closing of the merger, Mr. Meeks will join MassRoots’ Board
of Directors as its Executive Chairman. Established in 2002, Empire operates 10 metal recycling facilities in Virginia and North Carolina
and expects to continue expanding its footprint in the coming quarters. It has historically generated higher profit margins when market
prices for metal rise.
About MassRoots
MassRoots, Inc. (OTC Pink: MSRT) is a leading technology company which
aims to deliver quality information and create operating efficiencies through cloud-based solutions. MassRoots has been covered by CNBC,
CNN, Financial Times, Wall Street Journal, New York Times, Reuters, and the Associated Press. For more information on MassRoots, please
visit MassRootsInvestors.com.
About Empire Services
Established in 2002, Empire Services, Inc. operates 10 metal recycling
facilities in Virginia and North Carolina and expects to continue expanding its footprint in the coming quarters. Empire is headquartered
in Virginia and has approximately 65 employees as of April 2021.
Forward-looking Statements
This press release contains certain forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by
the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “may,” “continue,” “predict,” “potential,” “project,”
and similar expressions that are intended to identify forward-looking statements about the Company’s strategy, plans, intentions
or beliefs about future occurrences or results. All forward-looking statements speak only as of the date of this press release. You should
not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions
reflected in or suggested by the forward-looking statements are reasonable, we can give no assurance that these plans, objectives, expectations
or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control)
and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections.
Actual results could differ materially from those in the forward-looking statements and the trading price for our common stock may fluctuate
significantly. Forward-looking statements also are affected by the risk factors described in our filings with the U.S. Securities and
Exchange Commission. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the
occurrence of unanticipated events.
Source: MassRoots, Inc.
Contact Info:
Isaac Dietrich
(303) 816-8070
Isaac@MassRoots.com