SOBR Safe, Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

SOBR Safe signed a big deal & sold stock, filing today.

AI Summary

On October 7, 2024, SOBR Safe, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and other events. This filing was made on October 11, 2024.

Why It Matters

This 8-K filing indicates significant corporate activity for SOBR Safe, Inc., including a material definitive agreement and unregistered equity sales, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial pressure or dilution for existing shareholders.

Key Players & Entities

• SOBR Safe, Inc. (company) — Registrant
• October 7, 2024 (date) — Date of earliest event reported
• October 11, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• TransBiotec, Inc. (company) — Former company name
• IMAGINE MEDIA LTD (company) — Former company name

FAQ

Key Financial Figures

• $8.2 m — sers ") for aggregate gross proceeds of $8.2 million, before deducting fees to the pla
• $4.05 — (the " Units ") at a purchase price of $4.05 per unit, each Unit consisting of (i) o
• $0.00001 — i) one share of common stock, par value $0.00001 per share, of the Company (the " Common
• $3.80 — of Common Stock at an exercise price of $3.80 per share (each a " Series A Warrant ,"
• $0.76 — ing days, subject to a pricing floor of $0.76 per share of Common Stock (the " Floor
• $1,640,000 — ments shall be limited to not more than $1,640,000, distributed pro rata to Holders of the
• $100,000 — al counsel up to an aggregate amount of $100,000. Pursuant to the Placement Agent Agreem

Filing Documents

• sobr_8k.htm (8-K) — 45KB
• sobr_ex101.htm (EX-10.1) — 243KB
• sobr_ex102.htm (EX-10.2) — 153KB
• sobr_ex103.htm (EX-10.3) — 121KB
• sobr_ex104.htm (EX-10.4) — 136KB
• sobr_ex105.htm (EX-10.5) — 108KB
• sobr_ex106.htm (EX-10.6) — 6KB
• sobr_ex991.htm (EX-99.1) — 11KB
• sobr_ex992.htm (EX-99.2) — 10KB
• sobr_ex106img15.jpg (GRAPHIC) — 301KB
• sobr_ex106img12.jpg (GRAPHIC) — 233KB
• sobr_ex106img14.jpg (GRAPHIC) — 293KB
• sobr_ex106img16.jpg (GRAPHIC) — 290KB
• sobr_ex106img17.jpg (GRAPHIC) — 293KB
• sobr_ex106img18.jpg (GRAPHIC) — 311KB
• sobr_ex106img19.jpg (GRAPHIC) — 291KB
• sobr_ex106img20.jpg (GRAPHIC) — 301KB
• sobr_ex106img21.jpg (GRAPHIC) — 173KB
• sobr_ex106img13.jpg (GRAPHIC) — 283KB
• 0001477932-24-006392.txt ( ) — 4972KB
• sobr-20241007.xsd (EX-101.SCH) — 6KB
• sobr-20241007_lab.xml (EX-101.LAB) — 14KB
• sobr-20241007_cal.xml (EX-101.CAL) — 1KB
• sobr-20241007_pre.xml (EX-101.PRE) — 9KB
• sobr-20241007_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 Private Placement Transaction On October 7, 2024, SOBR Safe, Inc., a Delaware corporation (the " Company "), entered into a private placement transaction (the " Private Placement "), pursuant to a Securities Purchase Agreement (the " Purchase Agreement ") with certain institutional investors (the " Purchasers ") for aggregate gross proceeds of $8.2 million, before deducting fees to the placement agent and other expenses payable by the Company in connection with the Private Placement. The Company intends to use the net proceeds from the Private Placement for general corporate purposes and working capital. Aegis Capital Corp. (" Aegis "), acted as the exclusive placement agent for the Private Placement, which closed on October 9, 2024. As part of the Private Placement, the Company issued an aggregate of 2,024,691 units (the " Units ") at a purchase price of $4.05 per unit, each Unit consisting of (i) one share of common stock, par value $0.00001 per share, of the Company (the " Common Stock "), or one pre-funded warrant (the " Pre-Funded Warrant ") in lieu thereof, (ii) two Series A Warrants, each to purchase one share of Common Stock at an exercise price of $3.80 per share (each a " Series A Warrant ," and collectively, the " Series A Warrants "), and (iii) one Series B Warrant to purchase such number of shares of Common Stock as will be determined on the Reset Date (as defined below) (each a " Series B Warrant ," and collectively, the " Series B Warrants ," the Series A Warrants and the Series B Warrants collectively, the " Warrants "). The Pre-Funded Warrants The Pre-Funded Warrants are immediately exercisable at an exercise price of $0.00001 per share of Common Stock and will not expire until exercised in full. The Series A and Series B Warrants The Series A Warrants will be exercisable at any time or times on or after the date Stockholder Approval (as defined in the Series A Warrant) is obtained, h

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The applicable information related to the Purchase Agreement presented in Item 1.01 of this Current Report is incorporated by reference in this Item 3.02. The securities will be issued without prior registration in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D thereunder. In connection with the Purchasers' execution of the Purchase Agreement, the Purchasers represented to us that they are each an "accredited investor" as defined in Regulation D of the Securities Act and that the securities to be purchased by them will be acquired solely for their 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. Such securities shall not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares of common stock contain a legend stating the same.

01. Other Events

Item 8.01. Other Events Press Releases On October 7, 2024, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On October 9, 2024, the Company issued a press release announcing the closing of the Private Placement. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (c) Exhibits 10.1 Form of Securities Purchase Agreement 10.2 Form of Series A Warrant 10.3 Form of Series B Warrant 10.4 Form of Registration Rights Agreement 10.5 Form of Prefunded Warrant 10.6 Placement Agent Agreement 99.1 Press Release dated October 7, 2024 99.2 Press Release dated October 9, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

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: October 10, 2024 By: /s/ David Gandini David Gandini, Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR