MassRoots, Inc. (OTCMKTS:MSRT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On November 13, 2019, MassRoots, Inc. (the “Company”) issued and sold convertible notes (each, a “Note” and collectively, the “Notes”) in the aggregate principle amount of $108,900 (including an aggregate of $9,900 original issuance discount) to accredited investors.

The Notes mature on May 13, 2020, bear interest at a rate of 12% per annum and are convertible into shares of the Company’s common stock (the “Conversion Shares”) at $0.01 per share, subject to adjustment (the “Conversion Price”); provided, however, upon the occurrence of an Event of Default (as defined in the Notes), the Conversion Price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the twenty days prior to the date of conversion. The Company is prohibited from effecting a conversion of the Notes to the extent that, as a result of such conversion, the holder would beneficially own more than 4.99% (the “Beneficial Ownership Limitation”) of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon a conversion of the Notes. In the event the Market Capitalization (as defined in the Notes) of the Company falls below $2.5 million, the Beneficial Ownership Limitation shall be increased to 9.99%. Upon the occurrence of an Event of Default, among other things, the outstanding balance of the Notes shall increase by 130%. The Notes may be prepaid by the Company at any time until 180 days from the issuance date thereof subject to certain prepayment penalties set forth in the Notes.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Note, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.

The Notes and the Conversion Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state. Such securities were offered and issued in reliance on the exemption from the registration requirements under the Securities Act afforded by Section 4(a)(2) thereof.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Form of Convertible Note

MassRoots, Inc. Exhibit
EX-10.1 2 f8k111319ex10-1_massroots.htm FORM OF CONVERTIBLE NOTE Exhibit 10.1   NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
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About MassRoots, Inc. (OTCMKTS:MSRT)

MassRoots, Inc. (MassRoots) is a United States-based company, which offers technology platforms for the cannabis industry. The Company’s mobile applications enable consumers to provide community-driven reviews of cannabis strains and products, enabling consumers to make cannabis purchasing decisions. Through its mobile applications and Web portal, users utilize MassRoots to share their cannabis content, stay connected with the legalization news and follow their preferred dispensaries. Its mobile application features dispensary finder and menus; product pages and reviews, and Sponsored Posts 2.0. It provides business dashboards featuring MassRoots’ product data in actionable formats. The Company focuses on introducing other features for users and index the network’s public content on Google for software engine optimization (SEO) value. The Company gains insights into consumer trends by aggregating data from various cannabis consumers.