Business Context and Reporting Period
This Form 8-K was filed by TransBiotec, Inc. (not SOBR Safe, Inc.) on October 29, 2018. The report discloses a potential strategic transaction involving the acquisition of robotics equipment assets.
Key Financial Metrics
The filing does not provide current revenue, profit, cash flow, or margin data. However, it outlines specific financial conditions required to close the proposed transaction:
- Debt Limit: TransBiotec must have no more than $125,000 in outstanding debt.
- Debt Structure: All debt must be in the form of convertible notes maturing two years post-closing, convertible at $2.00 per share.
- Share Count Target: A reverse stock split is required to result in approximately 8,000,000 shares outstanding prior to closing.
Material Changes and Transaction Details
On October 29, 2018, TransBiotec entered into a non-binding Letter of Intent (LOI) with First Capital Holdings, LLC (FCH). Key terms include:
- Asset Acquisition: Potential purchase of robotics equipment assets from FCH.
- Consideration: Issuance of TransBiotec common stock equal to 60% of the company's then-outstanding common stock on a fully-diluted basis.
- Status: The agreement is non-binding and subject to definitive documentation and other conditions.
Guidance, Risks, and Contingencies
The transaction is contingent upon several material conditions, including:
- TransBiotec being current in its SEC reporting requirements.
- Completion of the required reverse stock split.
- Reduction of outstanding debt to the specified limit and structure.
- FCH completing necessary audits of the assets by a PCAOB-approved independent registered accounting firm.
- Execution of definitive transaction documents.
Risk: As the LOI is non-binding, there is no guarantee the transaction will close.
Investor Verification Checklist
- Verify the company name discrepancy (Filing lists TransBiotec, Inc., not SOBR Safe, Inc.).
- Confirm TransBiotec's current debt levels against the $125,000 threshold.
- Check the status of the required reverse stock split and current share count.
- Review the full text of the LOI (Exhibit 99.1) for specific asset details.
- Monitor for the execution of definitive agreements to confirm deal viability.