Business Context and Reporting Period
This Form 8-K is filed by MassRoots, Inc. (not Greenwave Technology Solutions, Inc.) on February 26, 2018, reporting events that occurred on February 21, 2018. The registrant is an emerging growth company incorporated in Delaware with principal executive offices in Denver, Colorado.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The only financial figures disclosed relate to a specific compensatory arrangement for a new director:
- Stock Grant: 250,000 shares of common stock granted to Graham Farrar.
- Stock Option: Option to purchase 250,000 shares at an exercise price of $0.36 per share.
- Vesting: Both the shares and the option vested in full on February 21, 2018.
Material Changes
The filing reports significant changes to the Board of Directors and its committees:
- Resignation: Nathan Shelton resigned as a member of the Board and the Audit, Compensation, and Nominating and Corporate Governance Committees. The resignation was not due to any disagreement with the Company regarding operations, policies, or practices.
- Appointment: Graham Farrar was appointed to the Board and the aforementioned committees to fill the vacancies. He is deemed an "independent" director under Nasdaq rules.
Outlook, Risks, and Management Commentary
Management Commentary: The Company highlighted Mr. Farrar's qualifications, specifically his experience in the cannabis industry as the owner of Elite Garden Wholesale and President of G&H Supply Company, alongside his background in technology and non-profit governance.
Risks and Contingencies: No new risks or contingencies were disclosed in this filing. The departure of Mr. Shelton was explicitly stated to be unrelated to any disagreement with the Company.
Investor Verification Checklist
- Verify the exact number of shares outstanding post-grant to assess dilution from the 250,000 shares issued to Mr. Farrar.
- Confirm the current market price of the stock relative to the $0.36 exercise price of the granted options.
- Review the full biographical details of Graham Farrar to validate his independence and industry expertise as claimed.
- Check subsequent filings for any further changes to the Board composition or executive leadership.