8-K

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): February 4, 2021

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.)

1560 Broadway, Suite 17-105, Denver, CO	80202
(Address of principal executive offices)	(Zip Code)

(720) 240-9546

(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))

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 7.01 Regulation FD Disclosure.

On February 4, 2021, MassRoots, Inc., a Delaware corporation (the “Company”), issued a press release announcing, among other things, that it had entered into an amendment to that certain Letter of Intent to purchase the technology platform of Herbfluence, Inc., a Delaware corporation (“Herbfluence”, and the “Letter of Intent”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company undertakes no duty or obligation to publicly update or revise the information contained in this Current Report on Form 8-K, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the Securities and Exchange Commission, through press releases or through other public disclosure.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On February 4, 2021, the Company and Herbfluence entered into an amendment (the “Amendment”) to the Letter of Intent to extend the period the parties have to close the transactions contemplated thereby to February 28, 2021. There can be no assurance that the Company will be able to complete the transactions proposed in the Letter of Intent on the anticipated terms and timing, or at all.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which has been attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The description of the Letter of Intent was previously disclosed in Item 8.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2020 (the “Prior Form 8-K”). Such disclosure is incorporated into this Item 8.01 and is qualified in its entirety by reference to the full text of the Letter of Intent, a copy of which was filed as Exhibit 99.3 to the Prior Form 8-K, and which is incorporated herein by reference.

The information in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1*	Press Release issued on February 4, 2021.
99.2*	Amendment to Letter of Intent by and between MassRoots, Inc. and Herbfluence, Inc., dated February 4, 2021.

* Furnished herewith.

Cautionary Note Regarding Forward-Looking Statements

The information contained in this Current Report on Form 8-K and the exhibits attached hereto contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “intend,” “may,” “should,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company’s filings with the U.S. Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.

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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.

	MassRoots, Inc.
Date: February 4, 2021	By:	/s/ Isaac Dietrich
		Isaac Dietrich
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

MassRoots Releases February 2021 Shareholder Update

Denver, CO February 4, 2021 -- MassRoots, Inc. ("MassRoots" or the "Company") (OTC:MSRT), a media company focused on the regulated cannabis industry, is pleased to release the following update from the Company’s Chairman and Chief Executive Officer, Isaac Dietrich.

Fellow MassRoots Shareholders,

I’m pleased to report that over the past several months, we have made significant progress in developing MassRoots’ revenue streams, reducing our monthly expenses, and positioning the Company to benefit from the likely reform of federal cannabis laws under the Biden Administration.

Ahead of the potential reform of federal cannabis policy, we believe merger and acquisition activity in the cannabis sector is only going to continue to increase, as evidenced by Jazz Pharmaceutical Plc’s planned acquisition of GW Pharmaceuticals Plc in a transaction valued at approximately $7.2 billion, the planned merger of Aphria Inc. and Tilray, Inc. to create one of the world’s largest publicly-traded cannabis companies, and WM Holding Company, LLC (WeedMaps)’s plans to become a publicly traded company in a SPAC transaction valued at approximately $1.5 billion.

In December 2020, MassRoots announced plans to purchase the Herbfluence platform, which is expected to enable MassRoots’ clients to easily identify the most effective influencers for their marketing campaigns, schedule influencer posts, and evaluate the results of their marketing spend. The Herbfluence platform works with over 120 social media influencers with a combined following of more than 27 million people. The transaction is expected to close on or before February 28, 2021; for more information, please see MassRoots’ Corporate Overview Deck and Current Reports on Form 8-K filed on December 29, 2020 and February 4, 2021.

We are positioning MassRoots to be a one-stop shop for cannabis companies and mainstream brands looking to advertise to the tens of millions of cannabis consumers in the United States. MassRoots’ social media accounts rank among the most widely-followed in the cannabis industry (Instagram, Twitter, and YouTube) and in the coming weeks, we plan to relaunch our web platform, MassRoots.com, along with our email newsletter which has more than 920,000 opt-in subscribers. By focusing on monetizing these assets through display advertising, product placement, and daily deals, management believes that MassRoots could generate significant monthly revenue.

Additionally, similar to how Tesla, Inc. and The Boring Company have sold high-margin, branded items such as short-shorts, Tesla Tequila, and flamethrowers to their fans as a way for them to show support and help the companies grow, MassRoots is currently carrying stickers and other high-margin items in its online store, which supporters can purchase to help the Company grow. While this is not the Company’s primary monetization strategy, we believe it’s important to provide a way for our fans to show their support for MassRoots – the orders and notes of support we have already received have been extremely encouraging!

In addition to the significant social justice benefits of legalizing cannabis, the growing evidence that medical cannabis has helped mitigate the opioid crisis, we believe the Secure and Fair Enforcement Banking Act (“SAFE Banking Act”) – which the House of Representatives passed last year and likely will be a central component of the potential reform of federal cannabis laws – would likely result in material benefits for the entire regulated cannabis industry along with helping increase the tax revenues of numerous local and state governments.

We believe the passage of the SAFE Banking Act would eliminate some of the industry’s strongest headwinds and could: 

• Lead to national, well-capitalized banks accepting and making traditional loans to cannabis companies;
• Enable dispensaries and ancillary brands to accept credit cards as a form of payment;
• Permit cannabis companies with U.S. operations to list on national exchanges; and 
• Improve the perception of the cannabis industry amongst investors in a meaningful way.

If one or more pieces of legislation reforming federal cannabis policies become law, we believe there will likely be an influx of capital into the industry which, in turn, could lead to cannabis companies substantially increasing their spending on advertising.

We believe MassRoots is well-positioned to benefit from the likely reform of federal cannabis policy. In addition to having social media channels followed by hundreds of thousands of cannabis consumers and a widely recognized brand, the planned purchase of Herbfluence platform could help make MassRoots a one-stop shop for cannabis companies and mainstream brands looking to advertise to the tens of millions of cannabis consumers in the United States.

If these plans are successful, we believe MassRoots could become one of the greatest comeback stories in the cannabis industry and we are working day and night to make it happen for the benefit of our shareholders.

Regards,

Isaac Dietrich

Chairman of the Board of Directors

MassRoots, Inc.

About MassRoots

MassRoots, Inc. (OTC Pink: MSRT) is a leading media company focused on the regulated cannabis industry, with a significant following and traffic across its online and social media platforms. MassRoots has been covered by CNBC, CNN, The Financial Times, The Wall Street Journal, The New York Times, Reuters, The Associated Press, and Forbes. For more information on MassRoots, please visit MassRootsInvestors.com. 

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. 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 to 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 (for press only):

Isaac Dietrich
Isaac@MassRoots.com

EX-99.2

Exhibit 99.2

 

February 4, 2021

HERBFLUENCE, INC.

Attention: Tyler Knight

Re: Amendment to Letter of Intent

Dear Mr. Knight:

We refer to the letter agreement, dated as of December 28, 2020 (the “Letter of Intent”), which sets forth the essential terms of the proposed sale to MassRoots, Inc. (the “Purchaser”) of certain assets of Herbfluence, Inc. (the “Seller”). Capitalized terms used herein without definition have the meanings ascribed to them in the Letter of Intent.

The Purchaser and the Seller wish to extend the term of the Letter of Intent and hereby agree to amend the Letter of Intent as follows:

1. With respect to the Closing Date, “January 31, 2021” shall be deleted and replaced with “February 28, 2021.”

2. All other references in the Letter of Intent to “Closing Date” shall be deemed to refer to the Closing Date as amended hereby.

Except as expressly set forth herein, the Letter of Intent shall continue in full force and effect in accordance with its terms, and the parties hereby reaffirm and ratify their agreement as set forth in the Letter of Intent. All future references to the Letter of Intent shall be deemed to refer to the Letter of Intent as amended hereby.

If you are in agreement with the foregoing, kindly evidence your agreement by signing this letter where indicated below and returning a signed copy to the Purchaser.

		Purchaser: MASSROOTS, INC.
	By:	/s/ Isaac Dietrich
	Name:	Isaac Dietrich
	Title:	CEO
		Seller:
		HERBFLUENCE, INC.
Date: February 4, 2021
	By:	/s/ Tyler Knight
	Name:	Tyler Knight
	Title:	CEO