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): June 7, 2021

MassRoots, Inc.

(Exact name of registrant as specified in its charter)

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):

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 7, 2021, MassRoots, Inc., a Delaware corporation (the “Company”) announced, that effective June 7, 2021, the Company’s board of directors (the “Board”) increased the number of directors comprising the Board from one to two and elected Danny Meeks as a member of the Board. Subsequently, the Board elected Mr. Meeks as its Chairman effective immediately.

Mr. Meeks will serve until the Company’s Annual Meeting of stockholders or until his successor has been duly elected and qualified.

Mr. Meeks was elected as a member of the Board pursuant to an arrangement by and between the Company and Empire Services, Inc., a Virginia corporation (“Empire”) of which Mr. Meeks is the sole shareholder. The reported arrangement is currently in the form of a letter of intent dated May 5, 2021 (the “Letter of Intent”) in connection with the potential acquisition of Empire by the Company, as disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on the same date. In accordance with the Letter of Intent, the Company’s obligation to execute any definitive agreement is contingent upon the election of Mr. Meeks as a director of the Board as well as subsequent entering into an employment agreement with Mr. Meeks as the Company’s President, providing for a salary of $250,000 per year, and on terms acceptable to the Company. The portion of the Letter of Intent requiring the aforementioned undertakings is not binding. The Company, nevertheless, acted pursuant to the Letter of Intent in order to proceed with the acquisition. Further, the Company issued to Empire a non-convertible promissory note in the principal amount of $301,728.68 payable at maturity on September 30, 2021, at the interest rate of 20% per annum. In the event, a closing of a definitive agreement occurs in connection with the Letter of Intent, the arrangement with Empire and Mr. Meeks may result, at a subsequent date, in a change of control of the Company.

As a director and Chairman of the Board, Mr. Meeks will be reimbursed for all reasonable travel expenses that he incurs in connection with attendance at meetings of the Board and will receive indemnification as a director of the Company to the maximum extent extended to directors of the Company generally, as set forth in the Company’s certificate of incorporation and bylaws.

Item 7.01 Regulation FD Disclosure.

On June 7, 2021, the Company issued a press release regarding Danny Meeks’ election as a member of the Board of the Company. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

2

Exhibit 99.1

MassRoots Appoints Danny Meeks as Chairman of its Board of Directors

MassRoots, Inc. recently entered into a Letter of Intent to acquire Empire Services, Inc., which is expected to result in MassRoots generating significant revenues and positive cashflows from operations

Norfolk, VA June 7, 2021 -- MassRoots, Inc. (“MassRoots” or the “Company”) (OTCPink:MSRT) is pleased to announce that it has appointed Danny Meeks, sole shareholder of Empire Services, Inc. (“Empire”), as the Chairman of its Board of Directors ahead of the planned closing of the Empire acquisition.

MassRoots recently entered into a Letter of Intent to acquire Empire, which is expected to result in MassRoots generating significant revenues and positive cashflows from operations. Upon closing of the Empire acquisition, the Company intends to apply to uplist to the Nasdaq Capital Market or the NYSE American Market, which MassRoots believes would result in a significant increase in visibility, liquidity, and institutional interest for its stock.

“As Chairman of MassRoots, I believe it is my responsibility to deliver consistent revenue growth, acquire profitable businesses to expand our sources of revenue, and minimize dilution to our more than 30,000 loyal and supportive shareholders,” stated Danny Meeks, Chairman of MassRoots. “At its core, MassRoots is a technology company and the solutions we’ve already implemented for Empire have resulted in an increase in our weekly revenues and customers. Over the coming weeks, we intend to further expand MassRoots’ board of directors through the appointment of seasoned and diverse professionals to ensure we have independent directors who not only meet the requirements of a national exchange but also give confidence to institutions that we are establishing strong corporate governance. Upon closing of the Empire acquisition, I believe MassRoots will have one of the most compelling stories in the small cap market.”

Established in 2002, Empire operates 10 metal recycling facilities in Virginia and North Carolina and expects to continue expanding its footprint in the coming quarters. It has historically generated higher profit margins when market prices for metal rise.

About MassRoots

MassRoots, Inc. (OTC Pink: MSRT) is a leading technology company which aims to deliver quality information and create operating efficiencies through cloud-based solutions. MassRoots has been covered by CNBC, CNN, Financial Times, Wall Street Journal, New York Times, Reuters, and the Associated Press.

About Empire Services

Established in 2002, Empire Services, Inc. operates 10 metal recycling facilities in Virginia and North Carolina and expects to continue expanding its footprint in the coming quarters. Empire is headquartered in Virginia and has approximately 65 employees as of June 2021.

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 include, without limitation, statements about expected closing of Empire acquisition, the future revenues of the Company, the appointment of new directors, and the listing on a senior exchange. 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:

Isaac Dietrich

(303) 816-8070
[email protected]