SOBR Safe, Inc. Files 8-K on Material Agreement

TL;DR

SOBR Safe filed an 8-K for a material agreement & equity sales. Watch for updates.

AI Summary

On June 4, 2024, SOBR Safe, Inc. filed an 8-K report detailing a material definitive agreement. The filing also disclosed unregistered sales of equity securities and included financial statements and exhibits. The company, formerly known as TransBiotec, Inc. and IMAGINE MEDIA LTD, is incorporated in Delaware.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity sales, which could impact the company's financial standing and stock performance.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities, which can sometimes indicate financing needs or dilution concerns for existing shareholders.

Key Players & Entities

• SOBR Safe, Inc. (company) — Registrant
• TransBiotec, Inc. (company) — Former Company Name
• IMAGINE MEDIA LTD (company) — Former Company Name
• June 4, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.27 — icable Warrants at an exercise price of $0.27 per share, the Nasdaq Minimum Price on
• $50,000 — le expenses and accountable expenses of $50,000. Kaufman & Canoles, P.C. represented Ae

Filing Documents

• sobr_8k.htm (8-K) — 28KB
• sobr_ex101.htm (EX-10.1) — 48KB
• sobr_ex102.htm (EX-10.2) — 87KB
• 0001477932-24-003500.txt ( ) — 319KB
• sobr-20240604.xsd (EX-101.SCH) — 6KB
• sobr-20240604_lab.xml (EX-101.LAB) — 14KB
• sobr-20240604_cal.xml (EX-101.CAL) — 1KB
• sobr-20240604_pre.xml (EX-101.PRE) — 9KB
• sobr-20240604_def.xml (EX-101.DEF) — 2KB
• sobr_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 4, 2024, SOBR Safe, Inc. (the " Company ") entered into an inducement offer letter agreement (the " Inducement Letter ") with the holder (the " Holder ") of the Company's warrants issued pursuant to the Amended and Restated Common Stock Purchase Warrants, with an initial exercise date of September 27, 2021, dated September 30, 2022, and the Amended and Restated Common Stock Purchase Warrants, with an initial exercise date of March 30, 2022, dated September 30, 2022, (collectively, the " Applicable Warrants "). Pursuant to the Inducement Letter, the Holder agreed to convert all the Applicable Warrants at an exercise price of $0.27 per share, the Nasdaq Minimum Price on the date of exercise (such reduced exercise price, the " New Exercise Price "). Simultaneously with the execution of the Inducement Letter, the Company received exercise notices from the Holder for the conversion of 10,319,163 of the Applicable Warrants, representing 100% of the Applicable Warrants. The shares of common stock of the Company underlying the Applicable Warrants (the " Warrant Shares ") are eligible for resale pursuant to Rule 144 of the Securities Act or have been registered for resale pursuant to a registration statement on Form S-1 (File No. 333-267882) (the " Registration Statement "). The Registration Statement is currently effective and, upon exercise of the Applicable Warrants will be effective for the resale of the Warrant Shares. In exchange for the transactions contemplated hereunder, the Company shall concurrently issue the Holder 20,638,326 new warrants (the " New Warrant ") to subscribe for and purchase from the Company 20,638,326 shares (the " New Warrant Shares "). The New Warrant exercise price shall be $0.27 subject to adjustment thereunder. The description of the Inducement Letter and Applicable Warrants are set forth in this report and are qualified in their entirety by reference to the full text of thos

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The Company issued and sold the New Warrants and any shares of common stock issuable upon exercise of the New Warrants in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the " Securities Act ") by virtue of Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. In connection with the Holder's execution of the New Warrant, the Holder represented to the Company that it is an "accredited investor" as defined in Regulation D of the Securities Act and that the securities to be purchased by it will be acquired solely for its own account and not with a view to or for distributing or reselling such securities or any part thereof in violation of the Securities Act or any applicable state securities law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1 Form of Inducement Letter 10.2 Form of New Warrant 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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. SOBR Safe, Inc. a Delaware corporation Dated: June 4, 2024 By: /s/ David Gandini David Gandini, Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR