Business Context and Reporting Period
This Form 8-K is filed by TransBiotec, Inc. (not SOBR Safe, Inc.) on March 6, 2019. The report addresses an update to a potential acquisition transaction previously disclosed in November 2018.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a corporate event regarding a potential asset acquisition.
Material Changes
On March 6, 2019, TransBiotec, Inc. and First Capital Holdings, LLC ("FCH") executed Amendment No. 1 to a non-binding Letter of Intent (LOI) dated October 29, 2018. The LOI concerns the potential acquisition of robotics equipment assets from FCH in exchange for shares of TransBiotec's common stock equal to 60% of its then outstanding common stock on a fully-diluted basis. The amendment extended key transaction deadlines as follows:
- Initial Due Diligence Completion: Extended to March 29, 2019.
- Execution of Definitive Agreements: Extended to March 22, 2019.
- Transaction Closing Date: Extended to May 31, 2019.
Guidance, Outlook, and Risks
The transaction remains subject to various conditions that must be met for the parties to close. The filing incorporates the full text of Amendment No. 1 by reference as Exhibit 10.1. No specific financial guidance or management commentary regarding future performance is provided in this document.
Investor Verification Checklist
- Verify the status of the due diligence process as of the March 29, 2019 deadline.
- Confirm whether definitive agreements were executed by the March 22, 2019 deadline.
- Review the full text of Amendment No. 1 (Exhibit 10.1) for specific conditions precedent to closing.
- Monitor for a subsequent filing confirming the transaction closure by May 31, 2019, or a termination notice.
- Note the discrepancy between the requested company name (SOBR Safe, Inc.) and the actual registrant (TransBiotec, Inc.).