SEC Filing Summary: Form 8-K
Business Context and Reporting Period
Company: Imagine Media, Ltd. (Note: Metadata referenced "SOBR Safe, Inc.", but the filing text identifies the registrant as Imagine Media, Ltd.)
Date of Report: September 12, 2011
Reporting Period: Event date of September 12, 2011
Business Context: The filing reports an unregistered sale of equity securities pursuant to Item 3.02.
Key Financial Metrics
This Form 8-K does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for these metrics.
Material Changes
Equity Issuance: On September 12, 2011, the Company issued 89,350 shares of common stock.
Recipients: Officers, directors, and a non-affiliate.
Purpose: Issued for services rendered.
Registration Status: The shares were not registered under the Securities Act of 1933 and are restricted securities.
Exemption: The issuance relied on the exemption provided by Section 4(2) of the Securities Act of 1933.
Commissions: No commissions were paid in connection with the issuance.
Guidance, Outlook, and Risks
Management Commentary: The Company stated that the acquirers were sophisticated investors who received full information regarding the business and operations. There was no general solicitation, and the securities were acquired for the investors' own accounts.
Risks/Contingencies: Certificates representing the shares will bear a restricted legend prohibiting sale unless pursuant to an effective registration statement or an exemption from registration.
Guidance: No forward-looking guidance or outlook was provided in this filing.
Investor Verification Checklist
- Verify the identity of the registrant (Imagine Media, Ltd.) versus the metadata reference (SOBR Safe, Inc.).
- Confirm the valuation of the 89,350 shares issued for services to assess potential dilution or expense impact.
- Review the specific services rendered by the officers, directors, and non-affiliate to justify the equity issuance.
- Check subsequent filings to ensure the restricted legend requirements are being adhered to by the recipients.