Sobr Safe, Inc. 8-K Filing

FAQ

Key Financial Figures

• $2,000,002 — asers") for aggregate gross proceeds of $2,000,002.20, before deducting fees to the placem
• $0.00001 — 0,000 shares of common stock, par value $0.00001 per share, of the Company (the "Common
• $1.55 — the "Warrants")) at a purchase price of $1.55 per share and accompanying Series C War
• $1.5499 — ries C Warrant and Series D Warrant and $1.5499 per Pre-Funded Warrant and accompanying
• $0.0001 — ely exercisable at an exercise price of $0.0001 per share of Common Stock and will not
• $1.30 — of Common Stock at a price per share of $1.30 for a five-year period after the Effect
• $33,333 — aid an aggregate cash tail fee equal to $33,333 to Aegis Capital Corp. Placement Agent
• $25,000 — al counsel up to an aggregate amount of $25,000 and non-accountable expenses of $10,000
• $10,000 — $25,000 and non-accountable expenses of $10,000. In addition, HCW is entitled to a 7.5%
• $1.9375 — of Common Stock at an exercise price of $1.9375 (the "Placement Agent Warrants"), which

Filing Documents

• sobr_8k.htm (8-K) — 39KB
• sobr_ex101.htm (EX-10.1) — 210KB
• sobr_ex102.htm (EX-10.2) — 87KB
• sobr_ex103.htm (EX-10.3) — 90KB
• sobr_ex104.htm (EX-10.4) — 92KB
• sobr_ex105.htm (EX-10.5) — 143KB
• sobr_ex106.htm (EX-10.6) — 55KB
• sobr_ex107.htm (EX-10.7) — 91KB
• sobr_ex991.htm (EX-99.1) — 11KB
• sobr_ex992.htm (EX-99.2) — 10KB
• sobr_ex991img2.jpg (GRAPHIC) — 4KB
• sobr_ex106img1.jpg (GRAPHIC) — 9KB
• 0001477932-25-009234.txt ( ) — 1153KB
• sobr-20251222.xsd (EX-101.SCH) — 5KB
• sobr-20251222_lab.xml (EX-101.LAB) — 14KB
• sobr-20251222_cal.xml (EX-101.CAL) — 1KB
• sobr-20251222_pre.xml (EX-101.PRE) — 9KB
• sobr-20251222_def.xml (EX-101.DEF) — 2KB
• sobr_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On December 24, 2025, 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 $2,000,002.20, 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 working capital and general corporate purposes. H.C. Wainwright & Co., LLC ("HCW"), acted as the exclusive placement agent for the Private Placement, which closed on December 29, 2025 (the "Closing"). As part of the Private Placement, the Company issued an aggregate of (i) 370,000 shares of common stock, par value $0.00001 per share, of the Company (the "Common Stock"), (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 920,324 shares of Common Stock, (iii) Series C Warrants to purchase up to 1,290,324 shares of Common Stock (each a "Series C Warrant"), and (iv) Series D Warrants to purchase up to 1,290,324 shares of Common Stock (each a "Series D Warrant" and with the Pre-Funded Warrants and Series C Warrants, the "Warrants")) at a purchase price of $1.55 per share and accompanying Series C Warrant and Series D Warrant and $1.5499 per Pre-Funded Warrant and accompanying Series C Warrant and Series D Warrant. The Warrants are exercisable upon issuance, subject to certain limitations. Each Pre-Funded Warrant is immediately exercisable at an exercise price of $0.0001 per share of Common Stock and will not expire until exercised in full. Each Series C Warrant is immediately exercisable for one share of Common Stock at a price per share of $1.30 for a five-year period after the Effective Date, as defined in the Purchase Agreement. Each Series

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 in connection with the Private Placement 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. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 24, 2025, the Company sent out a press release announcing the Private Placement. The full text of the press release referenced herein is furnished hereto as Exhibit 99.1 and incorporated herein by reference. On December 29, 2025, the Company sent out a press release announcing the closing of the Private Placement. The full text of the press release referenced herein is furnished hereto as Exhibit 99.2 and incorporated herein by reference. The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibits 99.1 and 99.2, is being furnished to the SEC, and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 10.1 Form of Securities Purchase Agreement 10.2 Form of Pre-Funded Warrant 10.3 Form of Series C Warrant 10.4 Form of Series D Warrant 10.5 Form of Registration Rights Agreement 10.6 Placement Agent Agreement 10.7 Form of Placement Agent Warrant 99.1 Press release dated December 24, 2025 99.2 Press release dated December 29, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

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: December 30, 2025 By: /s/ Chris Whitaker Chris Whitaker, Chief Financial Officer 4

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