MassRoots, Inc. (OTCMKTS:MSRT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
Entry Into a Material Definitive Agreement
On December 15, 2016, MassRoots, Inc. (MassRoots or the Company)
entered into an Agreement and Plan of Merger (the Merger
Agreement) with Whaxy Inc., a wholly-owned subsidiary of the
Company (Merger Subsidiary), DDDigtal Inc, a Colorado corporation
(DDDigtal), Zachary Marburger, an individual acting solely in his
capacity as Stockholder Representative (Stockholder
Representative), and the stockholders of DDDigtal. to the Merger
Agreement, Merger Subsidiary will be merged with and into
DDDigtal, whereby the separate corporate existence of Merger
Subsidiary will cease and DDDigtal will survive (the Surviving
Entity) as a wholly-owned subsidiary of MassRoots (the Merger).
Upon effectiveness of the Merger (such time, the Effective Date),
MassRoots will issue 2,926,829 shares of its common stock, par
value $0.001 per share (Common Stock), to the stockholders of
DDDigtal, allocated pro-rata based on each stockholders
respective holdings of common stock of DDDigtal immediately prior
to the Effective Date (the Merger Share Consideration); and each
share of the common stock of Merger Subsidiary will be converted
into one newly issued, fully paid and non-assessable share of
common stock of the Surviving Entity. MassRoots also agreed to
pay $80,000 to Zachary Marburger, with $40,000 payable at the
Effective Date and the remaining $40,000 payable upon completion
of a full year of service as the Companys Vice President of
Strategy, and $20,000 to Micah Davidson (the Merger Cash
Consideration). The Merger Cash Consideration is in repayment of
debt obligations owed by DDDigtal to Messrs. Marburger and
Davidson.
The closing of the Merger is also subject to various conditions,
including the Companys employment of Zachary Marburger as the new
Vice President of Strategy, the engagement of Micah Davidson as a
Senior Software Engineer and the receipt of a Lock-Up Agreement
between MassRoots and each stockholder of DDDigtal prohibiting
the sale or transfer of shares of Common Stock acquired as Merger
Share Consideration, for a period of six (6) months from the
Effective Date. The Board of Directors of MassRoots have approved
the Merger Agreement, the Merger and the other transactions
contemplated thereby.
The foregoing is only a brief description of the material terms
of the Merger Agreement, which is filed as an Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by
reference, and is qualified in its entirety by reference to such
exhibit.
Item 8.01
Other Events.
On December 15, 2016, the Company issued a press release titled
MassRoots Enters into Definitive Agreement to Acquire Whaxy in
Cash and Stock Deal. A copy of the press release is filed as
Exhibit 99.1 hereto, and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
The following exhibits are furnished as part of this Current
Report on Form 8-K:
(d) Exhibits.
| 10.1 |
Agreement and Plan of Merger between MassRoots, Inc. and Whaxy Inc. and DDDigtal Inc. and Zachary Marburger and the Stockholders of DDDigtal Inc. |
| 99.1 |
Press release titled MassRoots Enters into Definitive Agreement to Acquire Whaxy in Cash and Stock Deal, dated December 15, 2016. |
About MassRoots, Inc. (OTCMKTS:MSRT)
MassRoots, Inc. operates as a social network for the cannabis community. The Company operates a technology platform for the cannabis consumers, businesses and activists. The Company, through its mobile applications and Web platform, focuses on enabling users to share their cannabis content, follow their favorite dispensaries and stay connected with the legalization movement. Its technology platform consists of consumer-facing social network and its business-facing advertising portal, MassRoots for Business. Its network is accessible as a free mobile application through the iPhone operating system (iOS) application store and the Google Play marketplace, and as a Website at massroots.com. It operates MassRoots.com/shop, an e-commerce platform built on the Shopify Platform that allows visitors to order MassRoots T-shirts, jars and stickers. It operates MassRoots for Business, a free online portal for dispensaries to schedule posts, view analytics and gain insights into followers. MassRoots, Inc. (OTCMKTS:MSRT) Recent Trading Information
MassRoots, Inc. (OTCMKTS:MSRT) closed its last trading session down -0.028 at 0.863 with shares trading hands.