SOBR Safe Files S-1 Registration Statement

TL;DR

SOBR Safe just filed an S-1, get ready for a potential stock offering.

AI Summary

SOBR Safe, Inc. filed an S-1 registration statement on August 23, 2024, to register securities. The company, formerly known as TransBiotec, Inc. and IMAGINE MEDIA LTD, is incorporated in Delaware and headquartered in Greenwood Village, Colorado. This filing indicates a potential offering of securities, though specific details on the amount or type of securities are not provided in this excerpt.

Why It Matters

This S-1 filing signals that SOBR Safe, Inc. is preparing to offer securities to the public, which could impact its capital structure and shareholder base.

Risk Assessment

Risk Level: medium — S-1 filings indicate potential new stock offerings, which carry inherent market and company-specific risks.

Key Numbers

• 333-281773 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 26-0731818 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• SOBR Safe, Inc. (company) — Registrant
• TransBiotec, Inc. (company) — Former company name
• IMAGINE MEDIA LTD (company) — Former company name
• August 23, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Greenwood Village, Colorado (location) — Principal executive office location

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

Filing Documents

• sobr_s1.htm (S-1) — 250KB
• sobr_ex231.htm (EX-23.1) — 3KB
• sobr_ex232.htm (EX-23.2) — 2KB
• sobr_ex107.htm (EX-FILING FEES) — 33KB
• sobr_s1img7.jpg (GRAPHIC) — 6KB
• sobr_s1img8.jpg (GRAPHIC) — 6KB
• sobr_s1img6.jpg (GRAPHIC) — 5KB
• sobr_s1img5.jpg (GRAPHIC) — 5KB
• 0001477932-24-005243.txt ( ) — 491KB
• 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 11

Use of Proceeds

Use of Proceeds 11 Selling Securityholders 12 Plan of Distribution 13 Available Information 14 Incorporation of Certain Documents by Reference 14 Legal Matters 15 Experts 15 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. (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 this Offering The Selling Securityholders may sell their shares of common stock in the open market, which may cause our stock price to decline. The Selling Securityholders may sell their shares of common stock being registered in this offering in the public market. That means that up to 20,638,326 shares of common stock, the number of shares being registered in this offering for sale by the Selling Securityholders if they exercise the Warrants, may be sold in the public market. Such sales will likely cause our stock price to decline. Sale of our common stock by the Selling Securityholders could encourage short sales by third parties, which could co

USE OF PROCEEDS

USE OF PROCEEDS This Prospectus relates to shares of our common stock owned by the Selling Securityholders and the shares of our common stock that may be acquired by the Selling Securityholders due to the exercise of their Warrants. We will not receive any proceeds from the sale of shares of common stock in this offering. 11 Table of Contents SELLING SECURITYHOLDERS The Common Stock being offered by the Selling Securityholders are those issuable to the Selling Securityholders upon exercise of the Warrants. We are registering the shares of Common Stock underlying the Warrants in order to permit the Selling Securityholders to offer the shares for resale from time to time. Except for the ownership of the Warrants, the Selling Securityholders have not had any material relationship with us within the past three years. The table below lists the Selling Securityholders (each individually, a "Selling Securityholder") and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Securityholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Securityholders, based on its ownership of the Warrants, as of August 23, 2024, assuming exercise of the Warrants held by the Selling Securityholders on that date, without regard to any limitations on exercises. The third column lists the shares of Common Stock being offered by this prospectus by the Selling Securityholders. In accordance with the terms of a registration rights agreement with the Selling Securityholders, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of Common stock issuable upon exercise of the related Warrants, determined as if the outstanding Warrants were exercised in full, in each case, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable dat

View Full Filing

View this S-1 filing on SEC EDGAR