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 17, 2018 (January 17, 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 8.01

Other Events

 

On January 17, 2018, the Company issued a press release entitled “MassRoots Retires Convertible Debt” which announced that the Company had completed the repayment to the Holders of all outstanding principal and other amounts due under the Notes. Since the issuance of the Notes on August 17, 2017, the Company made payment to the Holders of (i) an aggregate of $510,937.50 in cash and (ii) pursuant to the right of conversion of the Notes, issued an aggregate of 3,742,548 shares of the Company’s common stock. The Company believes that it has completed all of its obligations under the Notes and is no longer in default under the Notes or any related agreements.

 

A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01 

Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1       Press Release dated January 17, 2018 entitled “MassRoots Retires Convertible Debt.”

 

 
 

  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 17, 2018 By:   /s/ Isaac Dietrich  
    Isaac Dietrich  
    Chief Executive Officer