SOBR Safe Files S-1/A Amendment

TL;DR

SOBR Safe filed an S-1/A amendment, looks like they're still working on registering shares.

AI Summary

SOBR Safe, Inc. filed an S-1/A amendment on September 17, 2024, related to its registration statement (No. 333-281773). The company, formerly known as TransBiotec, Inc. and IMAGINE MEDIA LTD, is incorporated in Delaware and headquartered in Greenwood Village, Colorado. This filing is an amendment to a previous registration, indicating ongoing efforts to register securities.

Why It Matters

This S-1/A filing indicates that SOBR Safe, Inc. is actively working through the process of registering securities, which is a necessary step for public offerings or other significant capital-raising activities.

Risk Assessment

Risk Level: medium — S-1/A filings are typically associated with registration of securities, which can involve significant financial transactions and regulatory scrutiny, but the specific details of the offering are not yet fully disclosed in this amendment.

Key Numbers

• 333-281773 — SEC File Number (Associated with the registration statement)

Key Players & Entities

• SOBR Safe, Inc. (company) — Registrant
• September 17, 2024 (date) — Filing Date
• 333-281773 (registration_number) — SEC File Number
• TransBiotec, Inc. (company) — Former Company Name
• IMAGINE MEDIA LTD (company) — Former Company Name
• Delaware (jurisdiction) — State of Incorporation
• Greenwood Village, Colorado (location) — Business Address
• 844-762-7723 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $0.00001 — shares (the "Shares") of common stock, $0.00001 par value ("Common Stock") of SOBR Safe
• $0 — m of 60 months, at an exercise price of $0.27, subject to adjustment thereunder.
• $0.27 — ,326 Warrants with an exercise price of $0.27 per share. The exercise price is subj
• $1.99 — at a weighted average exercise price of $1.99 per share as of June 30, 2024. 9 Tab
• $1.00 — he listed securities may not fall below $1.00 for a period in excess of 30 consecutiv
• $2,500,000 — ty maintain a minimum value of at least $2,500,000. During the months of October 2023 and

Filing Documents

• sobr_s1.htm (S-1/A) — 265KB
• sobr_ex231.htm (EX-23.1) — 4KB
• sobr_ex232.htm (EX-23.2) — 3KB
• sobr_s1img6.jpg (GRAPHIC) — 5KB
• sobr_s1img8.jpg (GRAPHIC) — 6KB
• sobr_s1img7.jpg (GRAPHIC) — 6KB
• sobr_ex232img2.jpg (GRAPHIC) — 5KB
• sobr_ex232img3.jpg (GRAPHIC) — 3KB
• sobr_ex231img2.jpg (GRAPHIC) — 13KB
• sobr_s1img5.jpg (GRAPHIC) — 5KB
• 0001477932-24-005800.txt ( ) — 506KB
• sobr-20240630.xsd (EX-101.SCH) — 6KB
• sobr-20240630_lab.xml (EX-101.LAB) — 11KB
• sobr-20240630_cal.xml (EX-101.CAL) — 1KB
• sobr-20240630_pre.xml (EX-101.PRE) — 7KB
• sobr-20240630_def.xml (EX-101.DEF) — 2KB
• sobr_s1_htm.xml (XML) — 3KB

Risk Factors

Risk Factors 10 Special Note about Forward-Looking Statements 12

Use of Proceeds

Use of Proceeds 12 Selling Securityholders 13 Plan of Distribution 14 Available Information 15 Incorporation of Certain Documents by Reference 15 Legal Matters 16 Experts 16 3 Table of Contents ABOUT THIS PROSPECTUS You should rely only on the information contained in or incorporated by reference into this prospectus. Neither we nor the selling securityholder named herein (the "Selling Securityholder") have authorized anyone to provide you with information different from, or in addition to, that contained in or incorporated by reference into this prospectus. This prospectus is an offer to sell only the securities offered hereby but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in or incorporated by reference into this prospectus is current only as of their respective dates or on the date or dates that are specified in those documents. Our business, financial condition, results of operations and prospects may have changed since those dates. MARKET AND INDUSTRY DATA This prospectus includes estimates regarding market and industry data that we prepared based on our management's knowledge and experience in the markets in which we operate, together with information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. In some cases, we do not expressly refer to the sources from which this data is derived. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable. In presenting this information, we have made certain assumptions that we b

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of Shares of our Common Stock by the Selling Securityholders. However, we will receive proceeds from the exercise of the Warrants if exercised for cash. Common Stock prior to this offering 34,764,593 shares of our common stock as of August 12, 2024. Common Stock after this offering (1) 34,764,593 shares of our common stock as of August 23, 2024.

Risk Factors

Risk Factors Investing in our securities involves a high degree of risk. See the "Risk Factors" section of this prospectus and in the documents we incorporate by reference in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our securities. Reverse Stock Split On June 3, 2024, our shareholders approved the granting of authority to the Board to amend our articles of incorporation to effect a reverse stock split of the issued and outstanding shares of our Common Stock, by a ratio of no less than 1-for-2 and no more than 1-for-150, on or anywhere in between, as may be determined by the Board on or before December 31, 2024, with the exact ratio and timing to be determined by the Board in its sole discretion, and with such reverse stock split to be effective at such time and date, if at all, as determined by the Board in its sole discretion. On August 30, 2024, the Board of Directors (the "Board") approved the granting of authority to the Company's officers to effect a reverse stock split of the issued and outstanding shares of our Common Stock by a ratio of no less than 1-for-2 and no more than 1-for-150, or anywhere between, as may be determined by the officers on September 19, 2024, or as soon as practicable thereafter. (1) The shares of Common Stock outstanding after this offering is based on 34,764,593 shares outstanding as of August 12, 2024. The number excludes: 1,598,306 shares of our common stock issuable upon exercise of outstanding stock options at a weighted average exercise price of $1.99 per share as of June 30, 2024. 9 Table of Contents

RISK FACTORS

RISK FACTORS Any investment in our securities involves a high degree of risk. You should consider carefully the following information, together with the other information contained in this Prospectus and in the " Risk Factors " section of the 2023 Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, each of which has been filed with the SEC and is incorporated by reference into this prospectus, before you decide to buy our common stock. We face risks in developing devices based on our SOBRsafe platform, as well in marketing and selling such devices. If we are not successful in developing, marketing, and/or selling devices based on our SOBRsafe platform we will not be successful in generating revenue. The following risks and risk factors incorporated by reference are material risks that we face. If any of the events or developments discussed below or in our documents incorporated by reference occur, our business, our ability to achieve revenues, our operating results and our financial condition could be seriously harmed. In such an event, the fair value of our common stock could decline, and you could lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our operations. Risks Related to the Company We may not be able to maintain our listing on Nasdaq, which could have a material adverse effect on us and our stockholders. We may not be able to maintain our listing on Nasdaq, which could have a material adverse effect on us and our stockholders. The standards for continued listing on Nasdaq include, among other things, that the minimum bid price for the listed securities may not fall below $1.00 for a period in excess of 30 consecutive business days and stockholders' equity maintain a minimum value of at least $2,500,000. During the months of October 2023 and November 2023, our Common Stock traded at levels below $1.00 per share in

View Full Filing

View this S-1/A filing on SEC EDGAR