MSRT >> 8K Filed
Item 1.01. Entry into a Material Definitive Agreement
From June 10, 2015 through July 13, 2015, the Company completed an offering (the “Offering”) of 1,440,673 restricted shares of the Company’s common stock, par value $0.001 per share (the “Shares”) to certain accredited investors. The Shares were offered pursuant to subscription agreements with each investor (each, a “Subscription Agreement”) for aggregate gross proceeds to the Company of $1,065,502.
The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Subscription Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants contained in the Subscription Agreement were made solely for the benefit of the parties to the agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Subscription Agreement is incorporated herein by reference only to provide investors with information regarding its terms and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other U.S. Securities and Exchange Commission filings.
In connection with the offering, on June 9, 2015, the Company entered into an investment banking relationship with Chardan Capital Markets, LLC (“Chardan”). In exchange for services provided by Chardan, MassRoots agreed to pay a commission equal to: (a) a cash fee equal to eight percent (8%) of the gross proceeds received from the sale of the Shares to investors introduced by Chardan; (b) a restricted stock fee equal to eight percent (8.0%) of the aggregate number of the Shares sold to investors introduced by Chardan; and (c) a restricted stock fee equal to four percent (4.0%) of the aggregate number of the Shares sold in the Offering to investors not introduced by Chardan. A copy of the agreement with Chardan is filed as Exhibit 10.2 and is incorporated by reference herein. Pursuant to this agreement, in connection with the Offering, Chardan will receive of a total cash fee of $27,200 and a total restricted stock fee of 76,560 shares of the Company’s common stock.
The Company is providing this report in accordance with Rule 135c under the Securities Act of 1933 (“Securities Act”), as amended, and the notice contained herein does not constitute an offer to sell the Company’s securities, and is not a solicitation for an offer to purchase the Company’s securities. The securities offered have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
http://www.otcmarkets.com/edgar/GetFilingHtml...D=10807341
Item 1.01. Entry into a Material Definitive Agreement
From June 10, 2015 through July 13, 2015, the Company completed an offering (the “Offering”) of 1,440,673 restricted shares of the Company’s common stock, par value $0.001 per share (the “Shares”) to certain accredited investors. The Shares were offered pursuant to subscription agreements with each investor (each, a “Subscription Agreement”) for aggregate gross proceeds to the Company of $1,065,502.
The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Subscription Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants contained in the Subscription Agreement were made solely for the benefit of the parties to the agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Subscription Agreement is incorporated herein by reference only to provide investors with information regarding its terms and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other U.S. Securities and Exchange Commission filings.
In connection with the offering, on June 9, 2015, the Company entered into an investment banking relationship with Chardan Capital Markets, LLC (“Chardan”). In exchange for services provided by Chardan, MassRoots agreed to pay a commission equal to: (a) a cash fee equal to eight percent (8%) of the gross proceeds received from the sale of the Shares to investors introduced by Chardan; (b) a restricted stock fee equal to eight percent (8.0%) of the aggregate number of the Shares sold to investors introduced by Chardan; and (c) a restricted stock fee equal to four percent (4.0%) of the aggregate number of the Shares sold in the Offering to investors not introduced by Chardan. A copy of the agreement with Chardan is filed as Exhibit 10.2 and is incorporated by reference herein. Pursuant to this agreement, in connection with the Offering, Chardan will receive of a total cash fee of $27,200 and a total restricted stock fee of 76,560 shares of the Company’s common stock.
The Company is providing this report in accordance with Rule 135c under the Securities Act of 1933 (“Securities Act”), as amended, and the notice contained herein does not constitute an offer to sell the Company’s securities, and is not a solicitation for an offer to purchase the Company’s securities. The securities offered have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
http://www.otcmarkets.com/edgar/GetFilingHtml...D=10807341
