8-K
Greenwave Technology Solutions, Inc. (GWAV)
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): March 8, 2021 (March 2, 2021)
MassRoots, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-55431 | 46-2612944 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 1560 Broadway, Suite 17-105, Denver, CO | 80202 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| (720) 240-9546 | ||
| --- | ||
| (Registrant’s telephone number, including area code) |
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 7.01 Regulation FD Disclosure.
On March 8, 2021, MassRoots, Inc., a Delaware corporation (the “Company”), issued a press release announcing, among other things, that it had entered into a second amendment to that certain Letter of Intent to purchase the technology platform of Herbfluence, Inc., a Delaware corporation (“Herbfluence”, and the “Letter of Intent”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company undertakes no duty or obligation to publicly update or revise the information contained in this Current Report on Form 8-K, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the Securities and Exchange Commission, through press releases or through other public disclosure.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On March 2, 2021, the Company and Herbfluence entered into a second amendment (the “Second Amendment”) to the Letter of Intent, as amended on February 4, 2021, to extend the period the parties have to close the transactions contemplated thereby to March 15, 2021. There can be no assurance that the Company will be able to complete the transactions proposed in the Letter of Intent on the anticipated terms and timing, or at all.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by the full text of the Second Amendment, which has been attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The description of the Letter of Intent was previously disclosed in Item 8.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2020 (the “Prior Form 8-K”). Such disclosure is incorporated into this Item 8.01 and is qualified in its entirety by reference to the full text of the Letter of Intent, a copy of which was filed as Exhibit 99.3 to the Prior Form 8-K, and which is incorporated herein by reference.
The information in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1* | Press Release issued on March 8, 2021. |
| 99.2* | Amendment to Letter of Intent by and between MassRoots, Inc. and Herbfluence, Inc., dated March 2, 2021. |
| * | Furnished herewith. |
| --- | --- |
Cautionary Note Regarding Forward-LookingStatements
The information contained in this Current Report on Form 8-K and the exhibits attached hereto contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “intend,” “may,” “should,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company’s filings with the U.S. Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.
2
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.
| MassRoots, Inc. | ||
|---|---|---|
| Date: March 8, 2021 | By: | /s/ Isaac Dietrich |
| Isaac Dietrich | ||
| Chief Executive Officer |
3
Exhibit 99.1
MassRoots Launches New Website
Throughdisplay ads, dispensary listing fees, and potentially monthly recurring subscriptions, the Company intends to monetize its broadaudience of U.S. cannabis consumers
Denver, CO March 8, 2021 -- MassRoots, Inc. (“MassRoots” or the “Company”) (OTC:MSRT), a technology company focused on the regulated cannabis industry, announced today that it has launched a new and improved MassRoots.com focused on monetizing its web traffic.
“Our goal is to make MassRoots the leading web and mobile platform for cannabis consumers to find the best products, connect with other enthusiasts, and deliver fresh content that both delights and informs our audience,” stated MassRoots Chief Executive Officer Isaac Dietrich. “With regulated cannabis sales surpassing $17.5 billion in 2020 and growing at 46% annually according to BDSA, we believe the company that dominates the technology niche in the cannabis industry could become one of the most valuable businesses in the cannabis sector.”
“WeedMaps is clearly the leader in cannabis technology today and their valuation reflects this: they are reportedly going public in a SPAC transaction valued at $1.5 billion. The prevailing narrative on MassRoots focuses on our past – and I’m the first to acknowledge that our historical execution left much to be desired – but right now, I believe we are executing one of the greatest comebacks the cannabis industry has ever seen,” Dietrich continued. “We have one of the largest audiences of U.S. cannabis consumers in the industry, 8 years of experience guiding our decisions, and a nimble, dedicated team that is working tirelessly to expand the revenue-generating features of our platform.”
“The new MassRoots.com is not just a facelift; we migrated our backend, upgraded our tech stack, and greatly reduced our hosting costs. It is a solid foundation on which we can rapidly add new features that will drive the next phase of MassRoots’ development – I believe we are still in the second or third inning of the emergence of the regulated U.S. cannabis industry and it is far from certain who the ultimate winners and losers will be,” concluded Dietrich.
MassRoots has applied to move the quotation of its common stock from the OTC Pink Open Market to the OTCQB Venture Market. The Company believes it meets all of the requirements of the OTCQB Venture Market and expects moving its quotation could result in greater visibility to investors and potential strategic partners.
In December 2020, MassRoots entered into a letter of intent to purchase the Herbfluence platform, which is expected to enable MassRoots’ clients to easily identify the most effective influencers for their marketing campaigns, schedule influencer posts, and evaluate the results of their marketing spend. The Herbfluence platform has worked with over 120 social media influencers with a combined following of more than 27 million people. The transaction is expected to close by March 15, 2021; for more information, please see MassRoots’ Current Reports on Form 8-K filed on December 29, 2020, February 4, 2021, and March 8, 2021.
About MassRoots
MassRoots, Inc. (OTC Pink: MSRT) is a leading technology and media company focused on the regulated cannabis industry. Since its founding in 2013, MassRoots has cultivated one of the largest audiences of cannabis enthusiasts in the industry. For more information on MassRoots, please visit MassRootsInvestors.com.
About Herbfluence
Herbfluence, Inc. is an influencer marketing platform that enables businesses to easily find the most effective cannabis social media influencers, schedule posts, and evaluate the results of their marketing campaigns. The Herbfluence platform has worked with over 120 social media influencers with a combined following of more than 27 million people. For more information, please visit Herbfluence.com. ****
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 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 could 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
Exhibit 99.2
March 2, 2021
HERBFLUENCE, INC.
Attention:Tyler Knight
| Re: | Amendmentto Letter of Intent |
|---|
Dear Mr. Knight:
We refer to the letter agreement, dated as of December 28, 2020 as amended on February 4, 2021 (the “Letter of Intent”), which sets forth the essential terms of the proposed sale to MassRoots, Inc. (the “Purchaser”) of certain assets of Herbfluence, Inc. (the “Seller”). Capitalized terms used herein without definition have the meanings ascribed to them in the Letter of Intent.
The Purchaser and the Seller wish to extend the term of the Letter of Intent and hereby agree to amend the Letter of Intent as follows:
| 1. | With<br> respect to the Closing Date, “February 28, 2021” shall be deleted and replaced<br> with “March 15, 2021.” |
|---|---|
| 2. | All<br> other references in the Letter of Intent to “Closing Date” shall be deemed<br> to refer to the Closing Date as amended hereby. |
| --- | --- |
Except as expressly set forth herein, the Letter of Intent shall continue in full force and effect in accordance with its terms, and the parties hereby reaffirm and ratify their agreement as set forth in the Letter of Intent. All future references to the Letter of Intent shall be deemed to refer to the Letter of Intent as amended hereby.
If you are in agreement with the foregoing, kindly evidence your agreement by signing this letter where indicated below and returning a signed copy to the Purchaser.
| Purchaser: | ||
|---|---|---|
| MASSROOTS, INC. | ||
| By: | /s/ Isaac Dietrich | |
| Name: | Isaac Dietrich | |
| Title: | CEO | |
| Seller: | ||
| HERBFLUENCE, INC. | ||
| Date: March 2, 2021 | ||
| By: | /s/ Tyler Knight | |
| Name: | Tyler Knight | |
| Title: | CEO |