MassRoots, Inc. (OTCMKTS:MSRT) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07Submission of Matters to a Vote of Security Holders

On June 15, 2018, the Company reconvened its adjourned Annual Meeting for the purpose of holding a stockholder vote on Proposal 2.As of April 20, 2018, the record date, a total of 153,944,886 shares of common stock were issued and outstanding of which a quorum was represented in person or by valid proxies at thereconvened meeting.The final result for Proposal 2, as set forth in the Definitive Proxy Statement, is as follows:

Proposal 2.At the reconvened Annual Meeting, the stockholders approved the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). The result of the votes to approve the Certificate of Incorporation was as follows:

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 18, 2018, the Company filed the Certificate of Incorporation with the Delaware Secretary of State. As set forth in more detail in the Definitive Proxy Statement, the Certificate of Incorporation, among other things, (i) increases the number of authorized common stock from 200,000,000 shares to 500,000,000 shares, (ii) authorizes 10,000,000 shares of “blank check preferred”, (iii) cancels the designation of Series A Preferred Stock and (iv) includes a forum selection clause.

The foregoing description of the Certificate of Incorporation is not complete and is qualified in its entirety by reference to the full text of the Certificate of Incorporation, a copy of which is filed as Exhibit 3.1, to this Current Report on Form 8-K/A and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On June 19, 2018 the Company issued a press release announcing the results of the Annual Meeting and adjournment regarding Proposal 2.

A copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this Current Report on Form 8-K/A. The information in this Current Report on Form 8-K/A is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K/A shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

MassRoots, Inc. Exhibit
EX-3.1 2 f8k061518a1ex3-1_massroots.htm SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MASSROOTS,…
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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.