Business Context and Reporting Period
This Form 8-K was filed by Imagine Media, Ltd. on August 18, 2011. The report discloses the entry into a material definitive agreement to acquire a controlling interest in another entity. Note: The request metadata references "SOBR Safe, Inc.", but the filing text explicitly identifies the registrant as "Imagine Media, Ltd."
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. The document focuses exclusively on the terms of a proposed acquisition.
Material Changes and Transaction Details
- Acquisition Target: TransBioTec, Inc. ("TBT"), headquartered in Seal Beach, California.
- Transaction Structure: Imagine Media, Ltd. agreed to acquire approximately 53% of TBT's outstanding shares.
- Consideration: The acquisition is in exchange for 12,416,462 shares of Imagine Media, Ltd.'s common stock.
- Target Technology: TBT has developed a patented transdermal sensor that detects blood alcohol levels through perspiration in 5-8 seconds. The system can interface with vehicle ignition systems to prevent starting if alcohol is detected.
- Market Strategy: Initial focus is on commercial vehicle applications, with future plans to market to the public for automobiles, SUVs, RVs, and boats.
Outlook, Risks, and Contingencies
Completion of the acquisition is subject to several conditions, including:
- Satisfactory completion of due diligence by both parties.
- Completion of an audit of TBT's financial statements.
Risk Statement: The filing explicitly states that there can be no assurance that the transaction will be completed.
Investor Verification Checklist
- Verify the current stock price and dilution impact of issuing 12,416,462 new shares.
- Confirm the status of the due diligence and financial audit of TransBioTec, Inc.
- Assess the commercial viability and regulatory approval status of TBT's transdermal sensor technology.
- Review the full text of the "Agreement to Exchange Securities" (Exhibit 10.3) for additional covenants or termination rights.