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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/05/24 SOBR Safe, Inc. 8-K:1,9 3/05/24 13:175K Discount Edgar/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 26K 2: EX-10.1 Form of Inducement Letter HTML 23K 8: R1 Cover HTML 47K 10: XML IDEA XML File -- Filing Summary XML 12K 13: XML XBRL Instance -- sobr_8k_htm XML 17K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.CAL XBRL Calculations -- sobr-20240305_cal XML 8K 7: EX-101.DEF XBRL Definitions -- sobr-20240305_def XML 11K 4: EX-101.LAB XBRL Labels -- sobr-20240305_lab XML 45K 6: EX-101.PRE XBRL Presentations -- sobr-20240305_pre XML 30K 3: EX-101.SCH XBRL Schema -- sobr-20240305 XSD 19K 11: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K 12: ZIP XBRL Zipped Folder -- 0001477932-24-001018-xbrl Zip 20K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i March 5, 2024
i SOBR SAFE, INC. |
(Exact name of registrant as specified in its charter) |
i Delaware |
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| i 26-0731818 | |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
i 6400 S. Fiddlers Green Circle, i Suite 1400
i Greenwood Village, i Colorado i 80111
(Address of principal executive offices) (zip code)
( i 844) i 762-7723
(Registrant’s telephone number, including area code)
_______________________________________
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
i Common Stock |
| i SOBR |
| The i Nasdaq Stock Market LLC (Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On March 4, 2024, SOBR Safe, Inc. (the “Company”) entered into inducement offer letter agreements (the “Inducement Letters”) with each holder (collectively, the “Holders”, and, individually, a “Holder”) of the Company’s Senior Convertible Notes issued on March 9, 2023 (the “Applicable Notes”).
Pursuant to the Inducement Letter, the Holders agreed to convert some or all of the Applicable Notes at a reduced conversion price equal to $0.62 per share (such reduced conversion price, the “Notes Conversion Price”). Simultaneously with the execution of the Inducement Letters, the Company received conversion notices from such Holders for the conversion of approximately $804,000 aggregate principal amount of the Applicable Notes, representing approximately 25% of the aggregate principal amount of the Applicable Notes. In connection with such conversion, the Notes Conversion Price was permanently reduced to $0.62.
In addition, pursuant to the Inducement Letter, the exercise price in the Common Stock Purchase Warrants issued on March 9, 2023 (the “Applicable Warrants”) currently held by Holders was permanently reduced to $0.62 per share (such reduced exercise price, the “Warrants Exercise Price”).
The shares of common stock of the Company underlying the Applicable Notes (the “Conversion Shares”) are eligible for resale pursuant to Rule 144 of the Securities Act. The shares of common stock of the Company underlying the Applicable Warrants (“Warrant Shares”) have been registered for resale pursuant to a registration statement on Form S-1 (File No. 333-271247) (the “Registration Statement”). The Registration Statement is currently effective and, upon exercise of the Applicable Warrants with the reduced Warrants Exercise Price will be effective for the resale of the Warrant Shares.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy the Company’s securities.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
| Description |
| ||
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SOBR Safe, Inc. a Delaware corporation | |||
Dated: March 5, 2024 | By: | /s/ David Gandini | |
David Gandini, Chief Executive Officer | |||
3 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 3/5/24 | None on these Dates | ||
| 3/4/24 | ||||
| 3/9/23 | ||||
| List all Filings | ||||