MassRoots, Inc. (OTCMKTS:MSRT) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement

As reported by the Company on its Current Reports on Form 8-K filed on August 24, 2017 and Form 8-K/A filed on August 28, 2017, the Company entered into an Agreement and Plan of Merger with MassRoots Legal Technology, Inc., a wholly-owned subsidiary of the Company (“Merger Subsidiary”), CannaRegs, Ltd., a Delaware corporation (“CannaRegs”), and Amanda Ostrowitz, an individual acting solely in her capacity as a stockholder representative (the “Merger Agreement”). to the Merger Agreement, Merger Subsidiary was to be merged with and into CannaRegs, whereby the separate corporate existence of Merger Subsidiary would cease and CannaRegs would survive as a wholly-owned subsidiary of MassRoots. As consideration, the stockholders of CannaRegs were to receive 30,000,000 shares of the Company’s common stock, allocated pro rata, and current and future members of the CannaRegs team were to receive a right to receive up to 10,000,000 shares and/or options to purchase the Company’s common stock to a new equity incentive plan.

The Company’s Board of Directors (the “Board”) has not yet approved or ratified the Merger Agreement.

The Merger Agreement was terminated upon receipt of written notice from CannaRegs on October 17, 2017, and the Company’s written mutual agreement to such termination on October 18, 2017, to Section 10.01 of the Merger Agreement.

Item 7.01 Regulation FD Disclosure.

Reference is made to the disclosure set forth under Item 1.02 above, which disclosure is incorporated herein by reference.

The information in this Item 7.01, is furnished solely to Item 7.01 of this Form 8-K. Consequently, to this Item 7.01, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or Securities Act of 1933 if such subsequent filing specifically references this Item 7.01 of this Form 8-K and so provides.

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.