Amended Current Report Filing (8-k/a)
22 September 2017 - 9:14PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
September
22, 2017 (July 13, 2017)
Date
of Report (Date of earliest event reported)
MassRoots,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-55431
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46-2612944
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1624
Market Street, Denver, CO, Suite 201
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80202
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(Address
of principal
executive
offices)
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(Zip
Code)
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(833)
467-6687
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(Registrant’s
telephone number, including area code)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
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[X]
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Emerging
growth company
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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. [
]
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As
used in this Current Report, all references to the terms “we”, “us”, “our”, “MassRoots”
or the “Company” refer to MassRoots, Inc., unless the context clearly requires otherwise.
Cautionary
Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements
are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based
on information currently available to the Company. By their nature, forward-looking statements address matters that are subject
to risks and uncertainties. A variety of factors could cause actual events and results, as well as the Company’s expectations,
to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company
are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no
obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or
otherwise, except to the extent required by applicable securities laws.
Item
2.01
Completion
of Acquisition or Disposition of Assets.
On
July 14, 2017, we filed a Current Report on Form 8-K (the “Initial Report”) to report the acquisition by merger of
Odava, Inc. on July 13, 2017. The information in Item 2.01 of the Initial Report is incorporated herein by reference.
This
Current Report on Form 8-K/A is being filed to provide certain financial statements and pro forma information of Odava, Inc. required
by Item 9.01 of Form 8-K.
Item
9.01
Financial
Statements and Exhibits.
(a)
Financial statements of businesses acquired.
The
audited financial statements of Odava, Inc. for the years ended December 31, 2015 and December 31, 2016, and the notes to the
audited financial statements, are filed as Exhibit 99.1 hereto, and are hereby incorporated by reference into this Item 9.01.
The
unaudited condensed financial statement of Odava, Inc. for the three months ended March 31, 2017, and the notes to the unaudited
condensed financial statements, are filed as Exhibit 99.2 hereto, and are hereby incorporated by reference into this Item 9.01.
(b)
Pro forma financial information.
The
unaudited pro forma condensed combined balance sheet as of March 31, 2017, and the unaudited pro forma condensed combined statement
of operations for the year ended December 31, 2016 and the three months ended March 31, 2017 are filed as Exhibit 99.3 hereto,
and are hereby incorporated by reference into this Item 9.01.
(d)
Exhibits.
The
documents set forth below are filed herewith.
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.
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MassRoots, Inc.
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Date: September 22, 2017
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By:
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/s/ Isaac Dietrich
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Isaac Dietrich
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Chief Executive Officer
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