SOBR Safe Files S-1 for Public Securities Offering

TL;DR

SOBR Safe just filed an S-1, looks like they're gearing up to sell more stock.

AI Summary

SOBR Safe, Inc. filed an S-1 registration statement on October 23, 2024, to register an unspecified number of 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 the company is preparing to offer new securities to the public, potentially for fundraising purposes.

Why It Matters

This S-1 filing signals that SOBR Safe, Inc. is preparing to raise capital by selling new shares to the public, which could impact its stock price and future operations.

Risk Assessment

Risk Level: medium — S-1 filings are typically made by companies seeking to raise capital, which can involve inherent risks related to market conditions and the company's ability to execute its business plan.

Key Numbers

• 333-282799 — 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
• October 23, 2024 (date) — Filing Date
• TransBiotec, Inc. (company) — Former Company Name
• Imagine Media Ltd (company) — Former Company Name
• Delaware (jurisdiction) — State of Incorporation
• Greenwood Village, Colorado (location) — Principal Executive Office Location

FAQ

Key Financial Figures

• $0.00001 — p to 31,036,386 shares of common stock, $0.00001 par value per share (the "Common Stock"
• $8.2 m — estors, for aggregate gross proceeds of $8.2 million, before deducting fees to the pla
• $4.05 — ts (the "Units") at a purchase price of $4.05 per unit, each Unit consisting of (i) o
• $3.80 — of Common Stock at an exercise price of $3.80 per share, and (iii) one Series B Warra
• $218.90 — at a weighted average exercise price of $218.90 per share as of September 30, 2024. 21
• $48.40 — at a weighted-average exercise price of $48.40 per share, which include 191,099 shares
• $4.73 — at a weighted-average exercise price of $4.73. Unless otherwise indicated, the infor
• $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_s1a.htm (S-1) — 327KB
• sobr_ex51.htm (EX-5.1) — 12KB
• sobr_ex231.htm (EX-23.1) — 3KB
• sobr_ex232.htm (EX-23.2) — 2KB
• sobr_ex107.htm (EX-FILING FEES) — 25KB
• sobr_s1aimg10.jpg (GRAPHIC) — 7KB
• sobr_s1aimg9.jpg (GRAPHIC) — 6KB
• sobr_s1aimg11.jpg (GRAPHIC) — 6KB
• sobr_ex51img1.jpg (GRAPHIC) — 5KB
• sobr_ex232img1.jpg (GRAPHIC) — 12KB
• 0001477932-24-006651.txt ( ) — 598KB
• 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) — 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 15 Available Information 16 Incorporation of Certain Documents by Reference 16 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 316,042 shares of our common stock as of September 30, 2024. Common Stock immediately after this offering (1) 2,340,733 shares of our common stock.

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 September 25, 2024, the Company filed a Certificate of Amendment to the Company's Certificate of Incorporation, as previously amended, with the Secretary of State of the State of Delaware for the purpose of effecting a 1-for-110 reverse stock split of the Company's Common Stock. On October 2, 2024, the Certificate of Amendment became effective with the State of Delaware and began trading on a post-split basis on October 2, 2024. As a result of the reverse stock split, every 110 shares of the outstanding Common Stock prior to the effect of the Certificate of Amendment was combined and reclassified into one share of the Common Stock. (1) The shares of Common Stock outstanding after this offering is based on 316,042 shares outstanding as of September 30, 2024. The number excludes: 14,531 shares of our common stock issuable upon exercise of outstanding stock options at a weighted average exercise price of $218.90 per share as of September 30, 2024. 214,400 shares of our Common Stock issuable upon exercise of warrants outstanding as of September 30, 2024, at a weighted-average exercise price of $48.40 per share, which include 191,099 shares of Common Stock issued upon exercise of warrants on October 18, 2024 at a weighted-average exercise price of $4.73. Unless otherwise indicated, the information in this prospectus assumes the exercise in full of all Pre-Funded Warrants issued in this offering and no exercise of Warrants. 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 June 30, 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 exc

View Full Filing

View this S-1 filing on SEC EDGAR