8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December28, 2020

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
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(Address of principal executive<br>offices)	(Zip Code)
(720) 240-9546
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(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<br>to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications<br>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 December 29, 2020, MassRoots, Inc., a Delaware corporation (the “Company”), issued a press release announcing that it had entered into a 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 has also made available a slide presentation about the Company’s business, a copy of which is attached hereto as Exhibit 99.2 (the “Investor Presentation”) and may also be used, from time to time, to present and/or distribute to the investment community and utilize at various industry and other conferences.

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company’s public filings and other public announcements that the Company may make, by press release or otherwise, from time to time. 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 and Exhibit 99.2 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.

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Item 8.01 Other Events.

On December 28, 2020, the Company and Herbfluence, Inc., a Delaware corporation (“Herbfluence”), entered into the Letter of Intent setting forth the terms of a potential acquisition pursuant to which the Company would acquire Herbfluence’s technology platform and certain related assets (collectively, the “Assets”). As consideration for the Assets, the Company would issue to Herbfluence 12.5 shares of a newly-created Series Z preferred stock with a stated value of $20,000 per preferred share (the “Series Z Preferred Stock”). The Certificate of Designations, Preferences and Rights of the Series Z Preferred Stock would be similar in form and terms to that of the Company’s Series X Preferred Stock.

Pursuant to the Letter of Intent, upon the conclusion of standard legal and business due diligence on the Company and Herbfluence, the parties will agree to the terms of a definitive agreement and other related documentation customary for transactions of this type that contain (among other things) customary representations, warranties and indemnities, and a tax structure that is satisfactory to Herbfluence and the Company (the “Definitive Agreements”). Pursuant to the Letter of Intent, the parties will use commercially reasonable efforts to consummate and make effective the transactions contemplated by the Letter of Intent, including by negotiating and executing such Definitive Agreements and other documentation. Until such time as the Letter of Intent is replaced by any such further documentation, the Letter of Intent will memorialize the proposed terms and obligations of the parties.

The Company expects to close the transactions contemplated by the Letter of Intent on or before January 31, 2021, unless an extension is mutually agreed to by the parties thereto; however, there can be no assurance that the Company will be able to complete the proposed transactions on the anticipated terms and timing, or at all.

The foregoing description of the Letter of Intent does not purport to be complete and is qualified in its entirety by the full text of the Letter of Intent, which has been attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.3 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.

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Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
Exhibit No.	Description
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99.1*	Press<br> Release issued on December 29, 2020.
99.2*	MassRoots December 2020 Investor Presentation
99.3*	Letter of Intent by and between MassRoots, Inc. and Herbfluence, Inc., dated December 28, 2020.
*	Furnished herewith.
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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.

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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: December 29, 2020	By:	/s/ Isaac Dietrich
		Isaac Dietrich
		Chief Executive Officer

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Exhibit 99.1

MassRoots Announces Letter of Intentto Purchase Herbfluence’s Technology Platform

(Denver, CO) December 29, 2020 -- MassRoots, Inc. (“MassRoots” or the “Company”) (OTCPink:MSRT), a technology and media company focused on the regulated cannabis industry, announced today that the Company has entered into a Letter of Intent to purchase Herbfluence’s technology platform. Terms of the closing are subject to standard due diligence and approval of the Definitive Agreement by the parties; for more information, please see the Company’s December 2020 Overview.

This asset purchase from Herbfluence 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.

“Influencer marketing remains one of the most effective forms of advertising today but often requires businesses to reach out to individual influencers to get pricing, obtain reviews from past clients, and schedule content -- a time-consuming and frustrating process,” stated Isaac Dietrich, Chief Executive Officer of MassRoots. “Through the purchase of these Herbfluence assets, we believe our platform will make it easy for any business to schedule a top-tier influencer marketing campaign aimed at the tens of millions of cannabis consumers in the United States.”

For more information, please see MassRoots’ Current Report on Form 8-K filed on December 29, 2020.

About MassRoots

MassRoots, Inc. (OTCPink: MSRT) is a leading media company focused on the regulated cannabis industry, with a significant following and traffic across its online and social media platforms. MassRoots has been covered by CNBC, CNN, Financial Times, Wall Street Journal, New York Times, Reuters, Associated Press, and Forbes. For more information on MassRoots, please visit IR.MassRoots.com.

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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 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 (for press only):

Isaac Dietrich

[email protected]

Exhibit 99.2

MASSROOTS (OTC: MSRT) DECEMBER 2020 Deck 1 OTC: MSRT DECEMBER 2020 INVESTOR UPDATE

MASSROOTS (OTC: MSRT) DECEMBER 2020 Deck 2 This presentation is being provided for informational purposes only and does not constitute an offer to sell or a solicitatio n o f an offer to purchase any of MassRoots, Inc.’s (the “Company” or “MassRoots”) securities. This presentation is not intended, nor should it be distributed, for advertising purposes, nor is it intended for broadcast or publication to the general public. Any such offer of the Company’s securities will only be made in compliance with applicable state and federal securities laws pursuant to a prospectus or an o ffe ring memorandum and related offering documents which will be provided to qualified prospective investors upon request. This presentation contains certain forward - looking statements within the meaning of the safe harbor provisions of the Private Se curities Litigation Reform Act of 1995. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “int end ,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions that are intended to identify forward - loo king statements. All forward - looking statements speak only as of the date of this presentation. You should not place undue reliance o n these forward - looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggeste d by the forward - looking statements are reasonable, we can give no assurance that these plans, objectives, expectations or intentions wil l be achieved. Forward - looking statements involve significant risks and uncertainties (some of which are beyond our control) and assu mptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actu al results may differ materially from those in the forward - looking statements and the trading price for our common stock may fluctuate signific antly. 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, w hether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the oc currence of unanticipated events. SAFE HARBOR STATEMENT

MASSROOTS (OTC: MSRT) DECEMBER 2020 Deck 3 MASSROOTS IS PURCHASING THE HERBFLUENCE PLATFORM MassRoots has entered into a Letter of Intent to purchase the influencer marketing platform of Herbfluence for consideration of $250,000 in preferred stock . The purchase is subject to standard due diligence and is expected to close by January 31, 2021. Through this asset purchase, MassRoots expects to enable its clients to identify the most effective influencers for their marketing campaigns, schedule posts with those influencers, and evaluate their return on marketing spend. For more information, please see the Company’s current report on Form 8 - K filed on December 29, 2020.

MASSROOTS (OTC: MSRT) DECEMBER 2020 Deck 4 HOW THE HERBFLUENCE PLATFORM WORKS Herbfluence has worked with some of the largest brands in both the cannabis and traditional entertainment industries, including Cresco Labs and LiveNation .

MASSROOTS (OTC: MSRT) DECEMBER 2020 Deck 5 We are a widely - recognized brand with a significant following across multiple platforms: ● 387,000 Followers on Instagram; ● 265,000 Subscribers on YouTube; ● 920,000 Opt - In Email Subscribers; and ● 172,500 Followers on Twitter. MASSROOTS IS A MEDIA COMPANY FOCUSED ON THE CANNABIS INDUSTRY

MASSROOTS (OTC: MSRT) DECEMBER 2020 Deck 6 MASSROOTS HAS ONE OF THE LEADING CANNABIS CHANNELS ● 18.2+ million video views; ● 265,000 subscribers; and ● Our videos are ranked in the top search results for many key cannabis - related terms. YOUTUBE CHANNEL We are publishing fresh content on a weekly - basis , charging brands for product - placement in videos, and are planning to place Google Ads on our videos to grow and monetize this channel.

MASSROOTS (OTC: MSRT) DECEMBER 2020 Deck 7 INSTAGRAM ● 390,000 followers; ● Highly - engaged audience; and ● Relationships with many of the most widely - followed cannabis influencers. SOCIAL MEDIA AND EMAIL NEWSLETTER We have significantly lowered the costs associated with operating these channels by having content remotely - produced. MassRoots plans to charge brands for product - placement , display advertising , and daily - deal newsletters to monetize these channels. TWITTER ● 172,500 followers; ● Verified by Twitter; and ● Have been retweeted and followed by numerous news organizations and celebrities. EMAIL NEWSLETTER ● 920,000 opt - in email subscribers; ● Above - average open and click - through rates; and ● Is one of the largest email newsletters in the industry.

MASSROOTS (OTC: MSRT) DECEMBER 2020 Deck 8 On December 4, 2020, the House of Representatives passed the Marijuana Opportunity Reinvestment and Expungement Act (“MORE Act”), which, if it becomes law, would legalize cannabis at the federal level . In May 2020, the House of Representatives passed the Secure and Fair Enforcement Banking Act (“SAFE Banking Act”) as part of their Coronavirus Stimulus Package, in addition to passing it as a stand - alone bill. We believe the passage of one or both of these bills would eliminate the industry’s strongest headwinds and could: ● Lead to national, well - capitalized banks accepting and making traditional loans to cannabis companies; ● Enable dispensaries and ancillary brands to accept credit cards as a form of payment ; ● Permit cannabis companies with U.S. operations to list on national exchanges ; and ● Improve the perception of the cannabis industry amongst investors in a meaningful way. ON THE VERGE OF POTENTIAL FEDERAL ACCEPTANCE If the SAFE Banking Act and/or MORE Act becomes law, we believe there will likely be an influx of capital into the industry which, in turn, could lead to cannabis companies substantially increasing their spending on advertising.

MASSROOTS (OTC: MSRT) DECEMBER 2020 Deck 9 We have taken significant action that we believe will benefit MassRoots and its shareholders in the long - run : ● Executed a Letter of Intent to purchase the Herbfluence platform which is expected to enable our clients to schedule top - tier influencer marketing campaigns; ● Built a distributed, remote content production and sales organization that has significantly reduced our operating costs ; ● Closed over $700,000 in capital from institutional and accredited investors; ● Renegotiated terms, pricing, and balances with our key vendors in light of the COVID - 19 pandemic; and ● Adopted a plan that, we believe, could produce positive cash - flows from operations in the coming months. RECENT DEVELOPMENTS

MASSROOTS (OTC: MSRT) DECEMBER 2020 Deck 10 By focusing on monetizing our existing media channels and minimizing expenses, we believe MassRoots could generate positive cash - flows from operations in the coming months. We believe we are positioned to benefit from the likely passage of the SAFE Banking or MORE Acts and are committed to making MassRoots one of the greatest comeback stories in the cannabis industry. 2021 OUTLOOK

Exhibit 99.3

December 28, 2020

Herbfluence, Inc.

Re: Letter of Intent for MassRoots, Inc. (“MassRoots”) to acquire the technology platform of Herbfluence, Inc. (“Herbfluence”)

Dear Mr. Knight:

MassRoots and Herbfluence are entering into this Letter of Intent (the “Letter of Intent”) setting forth the terms of the acquisition by MassRoots of Herbfluence.

Parties:	MassRoots,<br> Inc. is a Delaware corporation. MassRoots is a publicly held corporation, quoted on the OTCPink service under the symbol<br> “MSRT”, founded in April of 2013 and having been publicly trading since April of 2015.<br><br> <br><br><br> <br>Herbfluence,<br> Inc. is a Delaware corporation.
Assets Being Purchased:	MassRoots<br> will acquire the influencer platform of Herbfluence (hereinafter “Assets”):<br><br> <br><br><br> <br>●     All<br> property and assets; and<br><br> <br>●     All<br> websites, systems and procedures.
Purchase Price:	Upon<br> effectiveness of the transaction, MassRoots shall issue to Herbfluence 12.5 shares of Series Z preferred stock with a stated<br> value of $20,000 per preferred share. The Certificate of Designation of the Series Z preferred stock shall be similar to that<br> of the Series X preferred stock.
Closing Date:	The closing date (the “Closing Date”) for the transactions<br> contemplated hereby shall occur on or before January 31, 2021, unless an extension of this agreement is mutually agreed to by all<br> parties.
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Closing:	Upon closing of the transaction contemplated hereby (the “Closing”),<br> MassRoots will assume full control of the Herbfluence platform, in exchange for the agreed Purchase Price as sole and full consideration.<br> The Definitive Agreements, as discussed below, will include standard representations, and the continuation of business according<br> to normal business practices by Herbfluence until the Closing Date.
Conditions:	The obligations of MassRoots and Herbfluence under this Letter<br> of Intent are conditioned solely upon satisfaction or mutual waiver of the following conditions, unless an extension of this agreement<br> is mutually agreed to by all parties (the “Conditions to Closing”):<br><br> <br><br><br> <br>(i)    Receipt<br> of all material necessary, third party, consents and approvals; and<br><br> <br>(ii)   Each<br>party’s compliance in all material respects with the respective obligations under this Letter of Intent.
Definitive Agreements:	Upon the conclusion of standard<br>legal and business due diligence on MassRoots and Herbfluence, expected to conclude within 30 days from the date of this Letter<br>of Intent, the parties shall agree to the terms of a Definitive Agreement and other related documentation customary for transactions<br>of this type that contain (among other things) customary representations, warranties and indemnities, and a tax structure that<br>is satisfactory to Herbfluence and MassRoots (“Definitive Agreements”). The parties will use commercially reasonable<br>efforts to negotiate and execute such Definitive Agreements and other documentation promptly following the date of this Letter<br>of Intent. However, until such time as this Letter of Intent is replaced by any such further documentation, this Letter of Intent<br>memorializes the proposed terms and obligations of the parties.
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Good Faith:	This Letter of Intent sets forth<br>the basic terms of the asset acquisition transaction and both parties agree to use their best efforts to enter into the Definitive<br>Agreement.  The Definitive Agreements will include mutual customary representations, warranties and indemnities by Herbfluence,<br>its majority shareholders and MassRoots.
Public Announcements:	All press releases and public announcements<br>relating to the transaction contemplated by this Letter of Intent will be agreed to and prepared jointly by Herbfluence and MassRoots;<br>provided, however, that nothing contained herein shall prohibit any party hereto from making any disclosure required by applicable<br>laws or regulations.  Notwithstanding the foregoing, the Company agrees to issue a press release and current report on Form<br>8-K disclosing the entering into of this Letter of Intent.
Due Diligence:	Both MassRoots and Herbfluence and their<br>respective representatives, officers, employees and advisors, including accountants and legal advisors, will provide within three<br>(3) business days from the date hereof to either party and its representatives, officers, employees and advisors, including accountants<br>and legal advisors, with all information, books, records and property that either party reasonably considers necessary or appropriate<br>in connection with its due diligence inquiry with respect to the parties.  The parties agree to make available to either party<br>such officers, employees, consultants, advisors and others as reasonably requested by either party for meetings, visits and questions<br>in order to complete due diligence prior to close, which completion of satisfactory due diligence by each party is a condition<br>to closing.
Confidentiality:	Each party to this letter agrees to maintain the confidentiality<br>of all of the information received from the other party and use such information only for the purposes contemplated by this Letter<br>of Intent; provided, however, that the parties shall be permitted to disclose the materials and information they each receive from<br>the other to their respective advisors, representatives and agents in connection with performing duties related to the transaction<br>contemplated in this Letter of Intent.  In the event of a termination of this Letter of Intent for any reason, each party<br>shall return to the other all documents (and any copies thereof) and information provided to it by the other party.  The obligation<br>of confidentiality under this paragraph shall survive the termination of this Letter of Intent.

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Further Assurances:

Each party hereto shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action and all things reasonably necessary to consummate and make effective the transactions contemplated by this Agreement. In case at any time after the date of this Letter of Intent any further action is necessary to carry out the purpose of this Letter of Intent and to vest MassRoots with valid and legal title to the equity and/or Assets as of the Closing, each free and clear of all encumbrances except as otherwise set forth herein, the parties will take or cause to be taken all such necessary or appropriate actions and shall bear their own cost of any such actions.

Governing Law:

This Letter of Intent shall be governed by the laws of the State of New York. The execution of this Letter of Intent shall not alter, amend or supersede any obligation or agreement.

Agreed:

Herbfluence, Inc.		MassRoots, Inc.
By:	/s/ Tyler Knight	By:	/s/ Isaac Dietrich
Name:	Tyler Knight	Name:	Isaac Dietrich
Title:	Chief Executive Officer	Title:	Chief Executive Officer

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