UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 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): October 47, 2024

SOBR SAFE, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-53316

26-0731818

(State or other

jurisdiction of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6400 S. Fiddlers Green Circle, Suite 1400

Greenwood Village, Colorado 80111

(Address of principal executive offices) (zip code)

(844) 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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	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

Common Stock

SOBR

The 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 ☐

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 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing.~~Agreement

AsPrivate ~~previously~~Placement reported in a Current Report on Form 8-K filed November 21, 2023, on November 15, 2023, SOBR Safe, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive business days, the closing bid price of the Company’s common stock (the “Common Stock”) remained below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). The Company was provided an initial period of 180 calendar days, or until May 13, 2024, (the “Compliance Period”) to regain compliance with the Bid Price Requirement.Transaction

AsOn ~~previously~~October ~~reported in the Company’s Current Report on Form 8-K filed April 12~~7, 2024, onSOBR ~~April 8~~Safe, ~~2024~~Inc., a Delaware corporation (the “Company”), ~~received~~entered into a ~~deficiency~~private ~~letter~~placement transaction ~~from~~ (the ~~Staff~~“Private ~~notifying~~Placement”), ~~the~~pursuant ~~Company~~to ~~that,~~a ~~based~~Securities ~~upon~~Purchase Agreement (the ~~Company’s~~“Purchase ~~Annual~~Agreement”) ~~Report~~with oncertain ~~Form~~institutional ~~10-K~~investors ~~for~~ (the ~~period~~“Purchasers”) ~~ended~~for ~~December~~aggregate ~~31,~~gross ~~2023,~~proceeds ~~the~~of ~~Company~~$8.2 ismillion, ~~not~~before indeducting ~~compliance~~fees ~~with~~to the ~~minimum~~placement ~~stockholders’~~agent ~~equity~~and ~~requirement~~other ~~set~~expenses ~~forth~~payable inby ~~Nasdaq~~the ~~Listing~~Company ~~Rule~~in ~~5550(b)(1),~~connection ~~which~~with ~~requires~~the Private ~~companies~~Placement. ~~listed on~~ The ~~Nasdaq~~Company ~~Capital~~intends ~~Market~~ to ~~maintain~~use athe ~~minimum~~net ofproceeds ~~$2,500,000~~from inthe Private ~~stockholders’~~Placement ~~equity~~ for ~~continued~~general ~~listing~~corporate ~~(the~~purposes ~~“Stockholders’~~and ~~Equity~~working ~~Rule”)~~capital. ~~Pursuant~~Aegis Capital toCorp. ~~Nasdaq Listing Rule 5810~~(d“Aegis”)~~(2)~~, ~~the~~acted ~~failure~~as ~~to comply with~~ the ~~Stockholders’~~exclusive ~~Equity~~placement ~~Rule~~agent ~~became~~for anthe Private ~~additional~~Placement, ~~and~~which ~~separate~~closed ~~basis~~on ~~for~~October ~~delisting~~9, 2024.

As ~~previously~~part ~~reported~~of inthe Private Placement, the Company’s ~~Current~~issued ~~Report~~an onaggregate ~~Form~~of ~~8-K~~2,024,691 ~~filed~~units ~~May~~(the ~~20,~~“Units”) ~~2024~~at a purchase price of $4.05 per unit, oneach ~~May~~Unit 15consisting of (i) one share of common stock, ~~2024~~par value $0.00001 per share, of the Company ~~received~~(the a“Common ~~staff~~Stock”), ~~determination~~or ~~letter~~one pre-funded warrant (the “~~Determination~~Pre-Funded ~~Letter~~Warrant”) ~~from~~in ~~the~~lieu ~~Staff~~thereof, ~~notifying~~(ii) ~~the~~two ~~Company~~Series ~~that~~A itWarrants, ~~had~~each ~~not~~to ~~regained~~purchase ~~compliance~~one ~~with~~share ~~the~~of ~~Bid~~Common ~~Price~~Stock ~~Requirement~~at byan ~~May~~exercise ~~13,~~price ~~2024~~of $3.80 per share (each a “Series A Warrant,” and ~~was~~collectively, ~~not~~the ~~eligible~~“Series ~~for~~A aWarrants”), ~~second~~and ~~180-day~~(iii) ~~period~~one ~~due~~Series B Warrant to purchase such number of shares of Common Stock as will be determined on the ~~Company’s~~Reset ~~failure~~Date to(as ~~comply~~defined ~~with~~below) (each a “Series B Warrant,” and collectively, the ~~minimum~~“Series ~~stockholders’~~B ~~equity~~Warrants,” ~~initial~~the ~~listing~~Series ~~requirement~~A ~~for~~Warrants ~~The~~and ~~Nasdaq~~the ~~Capital~~Series ~~Market~~B Warrants collectively, the “Warrants”).

A hearing on this matter was held on July 2, 2024, and on August 5, 2024, the Company received a letter from the Nasdaq Hearings Panel (the “Panel”) stating that the Panel has determined to grant the request of the Company to continue its listing on the Nasdaq Stock Market subject to certain conditions enumerated therein. The ~~Panel~~Pre-Funded ~~has determined to grant the Company’s request for an exception until October 23, 2024, to regain compliance with the Bid Price Requirement and Stockholders’ Equity Rule.~~Warrants

OnThe ~~October~~Pre-Funded 4,Warrants ~~2024,~~are ~~the~~immediately ~~Company~~exercisable ~~received~~at aan ~~letter~~exercise ~~from~~price ~~the~~of ~~Staff notifying that the Company does not currently meet the minimum 500,000 publicly held shares requirement pursuant to Nasdaq Listing Rule 5550(a)(4) (the “Minimum Float Requirement”)~~$0.00001 Asper ashare ~~result~~ of ~~the 1-for-110 reverse stock split of the~~ Common Stock onand ~~October~~will 2,not ~~2024,~~expire the aggregate number of outstanding Common Stock was reduced from 34,764,593 shares on a pre-reverse-split basis to a total of 316,042 shares outstanding on a post-reverse split basis, with 285,611 of such shares currently qualifying as publicly held shares for purposes of the Minimum Float Requirement. The Staff has given us until ~~October~~exercised ~~11,~~in ~~2024, to provide the Panel with its views with respect to this additional deficiency~~full.

AsThe previously reported, on October 9, 2024, the Company closed a private placement (the “Private Placement”) for gross proceeds of $8.2 million, whereby the Company issued an aggregate of 2,024,691 units (the “Units”), each Unit consisting of (i) one share of Common Stock, or one pre-funded warrant in lieu thereof, (ii) two Series A ~~Warrants, each to purchase one share of Common Stock,~~ and ~~(iii) one~~ Series B Warrant to purchase such number of shares of Common Stock as will be determined on the Reset Date (as defined in the Series B Warrant). The Company expects to regain compliance with the Minimum Float Requirement through the Private Placement.Warrants

AsThe aSeries ~~result~~A ofWarrants will be exercisable at any time or times on or after the ~~private~~date ~~placement,~~Stockholder Approval (as ofdefined in the ~~date~~Series A Warrant) is obtained, have an initial exercise price of ~~this~~$3.80 ~~Current~~per ~~Report~~share onof ~~Form~~Common ~~8-K,~~Stock and a term of 5 years after the later of (a) the date the Company ~~believes~~obtains itthe ~~has~~Stockholder ~~stockholders’~~Approval ~~equity~~and (b) the earlier of (i) the Resale Effective Date (as defined in ~~excess~~the Registration Rights Agreement (as defined below)) registering all of the ~~$2.5~~Registerable ~~million~~Securities ~~requirement~~(as ~~and~~defined ~~publicly~~in ~~held~~the ~~shares~~Registration ~~above~~Rights Agreement) or (ii) the ~~500~~date that the Registerable Securities can be sold,~~000~~ ~~requirement.~~assigned ~~The~~or ~~Company~~transferred iswithout ~~awaiting~~restriction aor ~~compliance~~limitation ~~determination~~pursuant ~~from~~to ~~Nasdaq~~Rule 144 or Rule 144A promulgated under the Securities Act of 1933 (the “Securities Act”), as amended, (or a successor rule thereto).

The ~~Nasdaq~~Series ~~notification~~B ~~has~~Warrants nowill ~~immediate~~be ~~effect~~exercisable at any time or times on or after the ~~listing~~date Stockholder Approval is obtained, have an initial exercise price of ~~the~~$0.00001 ~~Company’s~~per ~~common~~share ~~stock~~of onCommon ~~The~~Stock ~~Nasdaq~~and ~~Capital~~will ~~Market~~not expire until exercised in full.

2The number of shares of Common Stock issuable under the Series B Warrants will be determined following the earliest to occur of: (i) the date on which a resale registration statement covering the resale of all Registrable Securities has been declared effective for 20 consecutive trading days, (ii) the date on which the Purchasers may sell the Registrable Securities pursuant to Rule 144 under the Securities Act for a period of 20 consecutive trading days, and (iii) twelve months and 20 days following the issuance date of the Series B Warrants (the “Reset Date”), in each case, pursuant to the lowest daily weighted average trading price of the shares of Common Stock during a period of 20 trading days, subject to a pricing floor of $0.76 per share of Common Stock (the “Floor Price”), such that, assuming the Floor Price, the maximum number of shares of Common Stock underlying the Series A Warrants and Series B Warrants would be an aggregate of approximately 4,049,381 shares and 8,764,783 shares, respectively.

~~SIGNATURES~~The Company has undertaken to file a resale registration statement covering all of the Registrable Securities pursuant to a Registration Rights Agreement (the “Registration Rights Agreement”) entered into with the Purchasers. Pursuant to the Registration Rights Agreement, the Company shall file the resale registration statement within fifteen (15) trading days after the closing of the Private Placement, and the resale registration statement shall be effective within thirty (30) calendar days following the filing date (or, in the event of a full review by the United States Securities and Exchange Commission (the “SEC”), sixty (60) calendar days following the filing date).

~~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.~~2

	SOBR Safe, Inc.a Delaware corporation
Dated: October 10, 2024	By:	/s/ David Gandini
		David Gandini, Chief Executive Officer

The exercise price and number of shares of Common Stock issuable upon exercise of the Series A Warrants are subject to adjustment upon future Dilutive Issuances and Share Combination Events (each as defined in the Series A Warrant); provided however, that the Base Share Price and Event Market Price (each as defined in the Series A Warrant) shall not be less than the Floor Price. Upon a Dilutive Issuance, the number of shares of Common Stock issuable upon exercise of the Series A Warrant shall be proportionately adjusted such that the aggregate exercise price of the Series A Warrant on the issuance date for the warrant shares then outstanding shall remain unchanged. Upon a Share Combination Event, the number of warrant shares issuable upon exercise of the Series A Warrant shall be increased such that the aggregate exercise price payable thereunder, after taking into account the decrease in the exercise.

3Subject to the Stockholder Approval, following an adjustment to the Exercise Price as described above, if the adjusted Exercise Price would have been below the Floor Price but for limitation of the Floor Price itself, then within five (5) Trading Days after any adjustment to the Base Share Price or Event Market Price, as applicable, the Company shall make a payment (the “True-up Payment”) to the holder of the Series A Warrant for the economic difference between the Base Share Price or Event Market Price, as applicable, and the Floor Price in cash. The True-up Payment shall be calculated as follows: the difference between (A) the number of Warrant Shares that would be issued if the Exercise Price was reduced to the Base Share Price or Event Market Price, as applicable, without limitation of the Floor Price, minus (B) the number of Warrant Shares delivered using the Floor Price, multiplied by (C) the daily VWAP of the Ordinary Shares on the Trading Day before the date the True-up Payment is due. The aggregate of all True-up Payments shall be limited to not more than $1,640,000, distributed pro rata to Holders of the Warrants, based on the percentage of Warrants outstanding (as adjusted for forward and reverse share splits, recapitalizations, share dividends and the like).

The Series A Warrant also includes a reset feature, where, on the Reset Date, the exercise price shall be adjusted to equal the lower of (i) the exercise price then in effect and (ii) the Reset Price (as defined in the Series A Warrant) determined as of the date of determination. Upon such reset of the exercise price pursuant to the Series A Warrant, the number of warrant shares issuable upon exercise of the Series A Warrant shall be increased such that the aggregate exercise price payable thereunder, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price on the issuance date for the warrant shares then outstanding.

Placement Agent Agreement

The Company also entered into a placement agent letter of engagement agreement (the “Placement Agent Agreement”) with Aegis, dated October 7, 2024, pursuant to which Aegis agreed to serve as the exclusive placement agent for the Company in connection with the Private Placement. The Company agreed to pay Aegis a cash placement fee equal to 8.0% of the gross cash proceeds received in the Private Placement and to pay for expenses of the Aegis’ legal counsel up to an aggregate amount of $100,000. Pursuant to the Placement Agent Agreement, without the prior written consent of the Purchasers, the Company shall be subject to securities issuance restrictions as described in the Purchase Agreement.

Stockholders Meeting

Pursuant to the Purchase Agreement, the Company shall hold a special meeting of stockholders (which may also be at the annual meeting of stockholders) at the earliest practicable date, but in no event later than sixty (60) days after the closing date of the Private Placement for the purpose of obtaining Stockholder Approval. Within ten (10) business days following the closing date of the Private Placement, the Company shall file with the SEC a preliminary proxy statement to request for the purpose of obtaining Stockholder Approval.

The foregoing description of the Purchase Agreement, Series A Warrant, Series B Warrant, Registration Rights Agreement, Pre-Funded Warrant and Placement Agent Agreement is qualified in its entirety by reference to the full text of those agreements, a form of each of which is filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Registration Rights Agreement

Concurrently with the Engagement Letter and the Purchase Agreement, on October 7, 2024, the Company and the Purchasers entered into a Registration Rights Agreement under which the Company must file an initial registration statement within certain time periods as set forth in the Registration Rights Agreement to register the shares of common stock purchased by the Purchasers and the shares underlying the Warrants.

The foregoing description of the Purchase Agreement, Series A Warrant, Series B Warrant and Registration Rights Agreement is qualified in its entirety by reference to the full text of those agreements, a form of each of which is filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The applicable information related to the Purchase Agreement presented in Item 1.01 of this Current Report is incorporated by reference in this Item 3.02. The securities will be issued without prior registration in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D thereunder. In connection with the Purchasers’ execution of the Purchase Agreement, the Purchasers represented to us that they are each an “accredited investor” as defined in Regulation D of the Securities Act and that the securities to be purchased by them will be acquired solely for their own account and not with a view to or for distributing or reselling such securities or any part thereof in violation of the Securities Act or any applicable state securities law. Such securities shall not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares of common stock contain a legend stating the same.

Item 8.01. Other Events

Press Releases

On October 7, 2024, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On October 9, 2024, the Company issued a press release announcing the closing of the Private Placement. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

10.1		Form of Securities Purchase Agreement
10.2		Form of Series A Warrant
10.3		Form of Series B Warrant
10.4		Form of Registration Rights Agreement
10.5		Form of Prefunded Warrant
10.6		Placement Agent Agreement
99.1		Press Release dated October 7, 2024
99.2		Press Release dated October 9, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 10, 2024	By:	/s/ David Gandini
		David Gandini, Chief Executive Officer

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