Business Context and Reporting Period
This Form 8-K Current Report was filed by TransBiotec, Inc. (not SOBR Safe, Inc.) on February 7, 2020, covering events that occurred on January 3, 2020. The registrant is a Delaware corporation headquartered in Boulder, Colorado. The filing discloses unregistered sales of equity securities pursuant to Section 3.02.
Key Financial Metrics and Transaction Details
The filing details the conversion of debt into common stock. No revenue, profit, cash flow, or liquidity metrics are provided in this specific report. The transaction specifics are as follows:
- Total Debt Converted: $322,745.44
- Total Shares Issued: 21,811,962 shares
- Issuance Breakdown:
- 2,102,854 shares to Executive Officer Michael Lanphere for $210,285.44 debt ($0.10/share).
- 6,000,000 shares to Michael Lanphere for $24,000 debt ($0.004/share).
- 9,103,261 shares to Michael Lanphere for $41,875 debt ($0.0046/share).
- 4,605,847 shares to five non-affiliate investors for $460,585 debt ($0.10/share).
Material Changes
The primary material change is the reduction of outstanding debt obligations totaling approximately $322,745 and a corresponding increase in the company's outstanding common stock by 21,811,962 shares. The filing does not provide comparative financial data to assess changes in margins or liquidity relative to prior periods.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure of the transaction. The issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, relying on the recipients being sophisticated investors familiar with the company's operations. All shares were issued with standard restrictive legends.
Investor Verification Checklist
- Verify the total number of outstanding shares post-issuance to assess dilution impact.
- Confirm the remaining balance of promissory notes owed to Michael Lanphere and other investors.
- Review the company's most recent 10-K or 10-Q for context on overall debt levels and liquidity, as this 8-K does not provide a balance sheet.
- Check for any subsequent filings regarding the trading status or resale restrictions of the newly issued shares.