IDTEC, First Capital Group Amend SOBR Safe Ownership Filing
Ticker: SOBR · Form: SC 13D/A · Filed: Jan 30, 2024 · CIK: 1425627
| Field | Detail |
|---|---|
| Company | Sobr Safe, Inc. (SOBR) |
| Form Type | SC 13D/A |
| Filed Date | Jan 30, 2024 |
| Risk Level | low |
| Pages | 10 |
| Reading Time | 12 min |
| Key Dollar Amounts | $0.00001, $1,485,189, $0.50, $158,000, $1.04 |
| Sentiment | neutral |
Complexity: simple
Sentiment: neutral
Topics: insider-ownership, amendment, beneficial-ownership, corporate-governance
TL;DR
**Major shareholders just updated their ownership details in SOBR Safe, Inc., signaling continued significant stakes.**
AI Summary
This SC 13D/A filing, an amendment to a previous filing, indicates that IDTEC, LLC, along with First Capital Holdings LLC, First Capital Ventures, LLC, Gary J. Graham, and SOBR Safe, LLC, are reporting their beneficial ownership in SOBR Safe, Inc. The filing covers events from September 23, 2020, through April 30, 2023, and was filed on January 30, 2024. This matters to investors because it provides transparency into significant ownership stakes, potentially signaling long-term commitment or strategic influence from these entities, which could impact future company decisions and stock performance.
Why It Matters
This filing updates the public record on who owns a significant portion of SOBR Safe, Inc., offering insight into potential control and influence over the company's direction.
Risk Assessment
Risk Level: low — This is an informational filing updating beneficial ownership and does not inherently present a direct financial risk.
Analyst Insight
Investors should note the continued significant ownership by these entities, as their collective stake could influence corporate governance and strategic decisions at SOBR Safe, Inc. Further investigation into the specific changes in ownership percentages (which are not detailed in this excerpt) would provide a clearer picture of their evolving influence.
Key Players & Entities
- IDTEC, LLC (company) — filing party and beneficial owner of SOBR Safe, Inc.
- SOBR Safe, Inc. (company) — the subject company whose securities are being reported
- First Capital Holdings LLC (company) — group member reporting beneficial ownership
- First Capital Ventures, LLC (company) — group member reporting beneficial ownership
- Gary J. Graham (person) — group member reporting beneficial ownership
- SOBR Safe, LLC (company) — group member reporting beneficial ownership
- Henry F. Schlueter, Esq. (person) — person authorized to receive notices for the filing parties
FAQ
What is the purpose of this specific filing, SC 13D/A?
This SC 13D/A is an Amendment No. 1 to a previously filed Schedule 13D, indicating an update to information regarding beneficial ownership of SOBR Safe, Inc. Common Stock by the reporting persons.
Who are the primary entities filing this Schedule 13D/A?
The primary entity filing this Schedule 13D/A is IDTEC, LLC, along with group members First Capital Holdings LLC, First Capital Ventures, LLC, Gary J. Graham, and SOBR Safe, LLC.
What is the CUSIP number for the class of securities being reported?
The CUSIP number for the Common Stock of SOBR Safe, Inc. is 833592108.
What is the date range of the events that required this filing?
The events that required the filing of this statement occurred from September 23, 2020, through April 30, 2023.
Where is SOBR Safe, Inc.'s business address located?
SOBR Safe, Inc.'s business address is 6400 S. Fiddlers Green Circle, Suite 1400, Greenwood Village, CO 80111.
Filing Stats: 2,928 words · 12 min read · ~10 pages · Grade level 12.8 · Accepted 2024-01-30 10:05:27
Key Financial Figures
- $0.00001 — quo;) acquired 12,000,000 shares of the $0.00001 par value common stock of the Issuer, a
- $1,485,189 — missory note in the principal amount of $1,485,189 and a Warrant to purchase 320,000 share
- $0.50 — shares of common stock of the Issuer at $0.50 per share. (e) On January 20, 2022, I
- $158,000 — ; the Warrant was issued as a result of $158,000 in non-permitted liabilities of the Iss
- $1.04 — pursuant to the exercise of options at $1.04 per share, which was paid out of person
Filing Documents
- graham_13da.htm (SC 13D/A) — 91KB
- ex99x3.htm (EX-99.3) — 10KB
- 0001079973-24-000147.txt ( ) — 103KB
Security and Issuer
Item 1. Security and Issuer This Amendment No. 1 to Schedule 13D (this “Amendment 1”) amends and restates the Schedule 13D originally filed on June 5, 2020 (the “Original Schedule 13D”). Except as amended and restated herein, the information set forth in the Original Schedule 13D remains unchanged. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Original Schedule 13D. This Amendment 1 relates to the $0.00001 par value shares of common stock of SOBR Safe, Inc., formerly known as TransBioTec, Inc., a corporation organized under the laws of the State of Colorado (the “Issuer”). The address of the principal executive office of the Issuer is 6400 S. Fiddlers Green Circle, Suite 1400, Greenwood Village, Colorado 80111.
Identity and Background
Item 2. Identity and Background (a) Name: This Amendment 1 is being jointly filed by IDTEC, LLC, First Capital Holdings, LLC (the successor to IDTEC, LLC and First Capital Ventures, LLC as a result of the merger of those entities with and into First Capital Holdings, LLC), SOBR SAFE, LLC, First Capital Ventures, LLC and Gary J. Graham (each a “Reporting Person”). First Capital Ventures, LLC was the managing member of IDTEC, LLC (now First Capital Holdings, LLC) and of SOBR SAFE, LLC, and Gary J. Graham was the manager of First Capital Ventures, LLC and is the manager of First Capital Holdings, LLC. (b) The principal business address of each Reporting Person is 6400 S. Fiddlers Green Circle, Suite 1400, Greenwood Village, Colorado 80111. (c) Present Principal Occupation: The principal occupation/business of each Reporting Person is investment. (d) Convictions: During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Civil Proceeding: During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is or state securities laws or finding any violation with respect to such laws. (f) Citizenship: IDTEC, LLC, First Capital Holdings, LLC, and First Capital Ventures, LLC are Colorado limited liability companies, SOBR SAFE, LLC is a Delaware limited liability company and Gary J. Graham is a citizen of the United States of America.
Source and Amount of
Item 3. Source and Amount of Funds or Other Consideration All of the transactions reported by IDTEC, LLC and First Capital Holdings, LLC in this Schedule 13D/A involve shares of the Issuer issued to IDTEC, LLC pursuant to an Asset Purchase Agreement dated May 6, 2019 (and Amendment No. 1 thereto dated March 9, 2020, together the “APA”) between the Issuer and IDTEC, LLC, and related transactions (together with the asset purchase the “Transaction”), under which IDTEC, LLC was issued (i) 12,000,000 shares of the Issuer’s common stock, (ii) a convertible promissory note ( the “Note”) in the principal amount of approximately $1,485,189 with a conversion price of $0.50 per share, and (iii) a Warrant to purchase up to 320,000 shares of the Issuer’s common stock at an exercise price of $0.50 per share. The 12,000,000 shares were issued in exchange for services and certain assets; the Note was issued as reimbursement for funds spent by IDTEC, LLC related to the Transaction; the Warrant was issued as a result of $158,000 in non-permitted liabilities of the Issuer under the APA. SOBR SAFE, LLC paid for its shares of Series A-1 Preferred Stock with cash derived from the sale of membership interests pursuant to a private securities offering conducted pursuant to Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended. Gary J. Graham received the shares held of record by him pursuant to the exercise of options at $1.04 per share, which was paid out of personal funds, and in a distribution from IDTEC, LLC. CUSIP No. 833592108 13D Page 9 of 10
Purpose of Transaction
Item 4. Purpose of Transaction The Reporting Persons hold their securities of the Issuer for investment purposes. The Reporting Persons may, from time to time, acquire additional shares of common stock and/or retain and/or sell all or a portion of the shares of common stock held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the common stock held by the Reporting Persons to their respective members. The Reporting Persons intend to evaluate on an ongoing basis this investment in the Issuer and options with respect to such investment. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the common stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, and other future developments. The Reporting Persons reserve the right to change their purpose and to formulate and implement plans or proposals with respect to the Issuer at any time and from time to time. Any such action may be made by the Reporting Persons alone or in conjunction with other shareholders and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required to be reported herein in accordance with Item 4 of Schedule 13D.
Interest in Securities of the
Item 5. Interest in Securities of the Issuer (a, b) For information regarding beneficial ownership, see the information presented on the cover pages of this Schedule 13D/A. First Capital Holdings, LLC, the successor of IDTEC, LLC, is the holder of record of 2,424,105 of the shares of common stock described on the cover pages of this Schedule 13D/A that report the beneficial ownership of First Capital Holdings, LLC and Gary J Graham. Mr. Gary J. Graham is the beneficial owner of those shares by virtue of his being the manager of First Capital Holdings, LLC. Of the 2,424,105 shares, 143,062 shares underlie outstanding Warrants held by First Capital Holdings, LLC. First Capital Holdings LLC and Mr. Graham may be deemed to have shared voting and investment power over the shares of common stock held by First Capital Holdings, LLC. (c) The Reporting Persons have not effected any transactions in securities of the Issuer in the last 60 days. (d) As of the date of filing this Schedule 13D/A, no person, other than First Capital Holdings LLC and Gary J. Graham, is known to have the power to direct the receipt of dividends from, or proceeds from the sale of, any of the shares owned of record by First Capital Holdings LLC. (e) SOBR SAFE, LLC ceased being the beneficial owner of more than 5% of the Issuer’s shares as of June 30, 2020. IDTEC, LLC ceased being the beneficial owner of more than 5% of the Issuer’s shares as of February 5, 2022. First Capital Ventures ceased being the beneficial owner of more than 5% of the Issuer’s shares as of February 10, 2022.
Contracts, Arrangements,
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Other than as described herein, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Material to Be Filed as Exhibits
Item 7. Material to Be Filed as Exhibits. Exhibit 99.1 Promissory Note in the principal amount of $1,485,189 issued by SOBR Safe, Inc. to IDTEC SPV, LLC, incorporated by reference to Schedule 13D filed with the Securities and Exchange Commission on June 25, 2020 Exhibit 99.2 Warrant to Purchase Common Stock, incorporated by reference to Schedule 13D filed with the Securities and Exchange Commission on June 25, 2020 Exhibit 99.3 Joint Filing Agreement CUSIP No. 833592108 13D Page 10 of 10
SIGNATURES
SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 30, 2024 FIRST CAPITAL HOLDINGS LLC By: /s/ Gary J. Graham Gary J. Graham, Manager FIRST CAPITAL HOLDINGS LLC, AS successor to IDTEC, LLC and First Capital Ventures, lLC By: /s/ Gary J. Graham Gary J. Graham, Manager SOBR SAFE, LLC by: FIRST CAPITAL HOLDINGS, LLC Managing Member By: /s/ Gary J. Graham Gary J. Graham, Manager By: /s/ Gary J. Graham Gary J. Graham