SOBR Safe Files S-1/A Amendment for Exhibit Update

TL;DR

SOBR Safe filed an S-1/A amendment just to update an accountant's consent. No changes to the main filing.

AI Summary

SOBR Safe, Inc. filed an S-1/A amendment on December 5, 2024, to update the Consent of Independent Registered Public Accounting Firm exhibit. This filing does not alter the core registration statement details previously submitted under File No. 333-282799, which was originally filed on January 1, 2024, and covers the period ending September 30, 2024.

Why It Matters

This amendment is a procedural update to a registration statement, indicating ongoing regulatory compliance for SOBR Safe, Inc. as it prepares for potential securities offerings or other corporate actions.

Risk Assessment

Risk Level: low — This filing is a minor administrative amendment to an existing registration statement and does not introduce new financial or operational risks.

Key Numbers

• 333-282799 — SEC File Number (Identifies the original registration statement being amended.)
• 20241205 — Filing Date (Date the S-1/A amendment was filed with the SEC.)

Key Players & Entities

• SOBR Safe, Inc. (company) — Filer of the S-1/A amendment
• 333-282799 (dollar_amount) — SEC File Number for the original registration statement
• December 5, 2024 (date) — Filing date of the S-1/A amendment
• January 1, 2024 (date) — Original filing date of the registration statement

FAQ

Key Financial Figures

• $8.2 m — rewith, for aggregate gross proceeds of $8.2 million, before deducting fees to the pla
• $341,999 — teholders elected to convert a total of $341,999 (the "Conversion Amount") pertaining to
• $250.80 — shares of the Company's Common Stock at $250.80 per share. The issuance of these securi
• $3,000,000 — of the Agreement, the Company received $3,000,000 from the Purchasers and in exchange iss
• $3,529,412 — ssued the Notes in principal amounts of $3,529,412 and Warrants to purchase up to 3,519 sh
• $277.20 — 's Common Stock at an exercise price of $277.20 per share. The Company received approxi
• $2,500,000 — are. The Company received approximately $2,500,000 of net proceeds from the Debt Offering
• $148.50 — of the Company at an exercise price of $148.50 per warrant. The warrants expire three
• $6 m — gregate gross proceeds of approximately $6 million, before deducting fees to Aegis C
• $162.80 — Pre-funded Units at a purchase price of $162.80 per unit priced at-the-market under Nas
• $0.11 — the Prefunded Warrant exercise price of $0.11. Each Non-Prefunded Unit and Prefunde
• $467.50 — ur Common Stock at an exercise price of $467.50 per share which expires August 3, 2025.
• $3,048,780 — le Debenture in the principal amount of $3,048,780.50, we issued a second Common Stock pur
• $47,500 — f our Common Stock under the terms of a $47,500 convertible note payable dated March 6,
• $660.00 — %, due March 6, 2022 and convertible at $660.00 per share. The issuance of these securi

Filing Documents

• sobr_s1a.htm (S-1/A) — 169KB
• sobr_ex231.htm (EX-23.1) — 4KB
• sobr_s1aimg9.jpg (GRAPHIC) — 6KB
• sobr_ex231img3.jpg (GRAPHIC) — 3KB
• sobr_ex231img4.jpg (GRAPHIC) — 5KB
• 0001477932-24-007843.txt ( ) — 321KB
• sobr-20240930.xsd (EX-101.SCH) — 6KB
• sobr-20240930_lab.xml (EX-101.LAB) — 11KB
• sobr-20240930_cal.xml (EX-101.CAL) — 1KB
• sobr-20240930_pre.xml (EX-101.PRE) — 7KB
• sobr-20240930_def.xml (EX-101.DEF) — 2KB
• sobr_s1a_htm.xml (XML) — 4KB

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION We will pay all expenses in connection with registration and sale of the common stock by the Selling Securityholders. The estimated expenses of issuance and distribution are set forth below: Item Amount to be paid SEC registration fee $ 11,984 Legal fees and expenses 75,000 Accounting fees and expenses 15,000 Miscellaneous expenses 1,000 Total $ 102,984

INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1 of Article VI of our Articles of Incorporation provides that, to the fullest extent permitted by the General Corporation Law of the State of Delaware we will indemnify our officers and directors from and against any and all expenses, liabilities, or other matters. Section 2 of Article VI of our Articles of Incorporation provides that, to the fullest extent permitted by law, no director or officer shall be personally liable to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders. Article XI of our Amended and Restated Bylaws further addresses indemnification of our directors and officers and allows us to indemnify our directors and officers in the event they meet certain criteria in terms of acting in good faith and in an official capacity within the scope of their duties, when such conduct leads them to be involved in a legal action. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

RECENT SALES OF UNREGISTERED SECURITIES

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES In the last three fiscal years and subsequent interim periods, we issued the following securities: On October 7, 2024, the Company entered into a private placement transaction, pursuant to a Securities Purchase Agreement with certain institutional investors, and issued up to 14,838,858 shares of common stock, including up to 12,818,167 shares of common stock underlying warrants issued in connection therewith, 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 transaction. On June 8, 2023, we issued 1,364 shares of our Common Stock for Restricted Stock Units that vested during 2023. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investors are sophisticated, familiar with our operations, and there was no general solicitation or advertising. On May 10, 2023, noteholders elected to convert a total of $341,999 (the "Conversion Amount") pertaining to the 2023 Debt Offering into 1,364 shares of the Company's Common Stock at $250.80 per share. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investors are sophisticated, familiar with our operations, and there was no general solicitation or advertising. On April 1, 2023, we issued 319 shares of our Common Stock for Restricted Stock Units that vested during 2023. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is sophisticated, familiar with our operations, and there was no general solicitation or advertising. II-1 On March 9, 2023, the Company entered into a Debt Offering pursuant to a Purchase Agreement (the "Agreement") and Registration Rights Agreement with institutional investors. The Debt Offering closed o

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