Business Context and Reporting Period
This Form 8-K was filed by SOBR Safe, Inc. (formerly TransBiotec, Inc.) on December 7, 2020, reporting events occurring between November 17, 2020, and December 15, 2020. The company is incorporated in Delaware and is headquartered in Boulder, Colorado. The filing details unregistered sales of equity securities pursuant to Item 3.02.
Key Financial Metrics and Capital Structure Changes
The filing does not provide standard financial metrics such as revenue, profit, cash flow, or liquidity ratios. Instead, it reports specific capital transactions involving debt conversion and equity issuance:
- Debt Conversion: Converted a $1,551,514 principal and interest obligation owed to IDTEC, LLC into 3,103,028 shares of common stock at a conversion price of $0.50 per share.
- Preferred Stock Conversion: Converted 2,700,000 shares of Series A-1 Convertible Preferred Stock held by SOBR Safe, LLC into 2,700,000 shares of common stock.
- Dividend Settlement: Settled $107,880 in accrued dividends owed to SOBR Safe, LLC by issuing 43,169 shares of common stock.
- Compensation Issuance: Issued 72,159 shares of common stock to CEO Kevin Moore for services rendered in late 2019.
Material Changes Versus Prior Period
The filing does not provide comparative financial data or year-over-year operational changes. The material change reported is the reduction of debt and accrued dividend liabilities through the issuance of approximately 5.96 million shares of common stock to creditors and service providers.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management outlook, or discussion of general business risks. The primary disclosure relates to the legal exemption of these transactions under Section 4(a)(2) of the Securities Act of 1933, noting that all recipients were sophisticated investors familiar with the company's operations and that no solicitation occurred. All issued shares carry a standard Rule 144 restrictive legend.
Key Facts for Investor Verification
- Verify the total number of shares outstanding post-issuance to assess dilution impact.
- Confirm the current status of the $1,551,514 debt obligation to IDTEC, LLC (now fully converted).
- Review the terms of the Series A-1 Convertible Preferred Stock to understand future conversion triggers.
- Check for any subsequent filings regarding the liquidity or trading restrictions on the newly issued shares.