SOBR Safe, Inc. 8-K

What Happened

• SOBR Safe, Inc. announced and closed a private placement under a Securities Purchase Agreement dated December 24, 2025 (closing Dec 29, 2025), raising aggregate gross proceeds of $2,000,002.20. The company issued 370,000 shares of common stock, pre-funded warrants to purchase up to 920,324 shares, Series C warrants to purchase up to 1,290,324 shares, and Series D warrants to purchase up to 1,290,324 shares. The aggregate purchase price was $1.55 per share (and accompanying Series C and D warrants) and $1.5499 for each pre-funded warrant (and accompanying Series C and D warrants). Net proceeds are intended for working capital and general corporate purposes.

Key Details

• Gross proceeds: $2,000,002.20; tail fee to Aegis Capital Corp.: $33,333.
• Warrant exercise specifics:
  • Pre-Funded Warrants: exercisable immediately at $0.0001 per share; no expiration until fully exercised.
  • Series C Warrants: exercisable immediately at $1.30 per share for five years from the Effective Date.
  • Series D Warrants: exercisable immediately at $1.30 per share for 24 months from the Effective Date.
• Ownership cap on exercise: holder (and affiliates) cannot exercise warrants if doing so would result in beneficial ownership >4.99% of outstanding shares (or up to 9.99% if holder elects).
• Placement agent (H.C. Wainwright & Co., LLC) fees and warrants:
  • 7.5% cash placement fee on gross proceeds, reimbursement of legal expenses up to $25,000 and $10,000 non-accountable expenses.
  • 7.5% cash fee plus 1.0% management fee on gross cash proceeds received upon exercise of the warrants.
  • Placement agent received warrants to buy up to 96,774 shares at $1.9375 (5‑year term), immediately exercisable.
• Registration rights: SOBR agreed to file a resale registration statement covering the issued shares and underlying shares within 20 calendar days of the Registration Rights Agreement and to have it effective within 60 days (or 90 days if the SEC conducts a full review).
• Additional placement restrictions: company agreed not to offer, sell, or issue equity for 45 days after the Effective Date, and not to enter into a Variable Rate Transaction for one year (subject to exceptions).

Why It Matters

• This financing provides SOBR with about $2.0M of gross cash to support operations and general corporate needs, but it also creates potential dilution: a large number of warrants (including pre-funded warrants) can convert into shares if exercised. Placement agent fees and warrants reduce net proceeds and add further potential dilution. Registration rights mean the new investors’ shares should become tradable once the company’s resale registration is declared effective (expected within 60–90 days), which can affect future share supply in the market. Investors should note the exercise price and timeframes for the different warrants and the ownership caps that limit immediate large-scale conversion.