SOBR Safe: securities offering

Cover page 32 changes

As filed with the Securities and Exchange Commission on April 13, 2023 August 23, 2024

Registration No. 333-

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Jerry Wenzel, Christopher Whitaker, Chief Financial Officer

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Copies of all communications, including communications sent to agent for service, should be sent to:

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YOU MAY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SALE OF COMMON STOCK MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THESE SHARES OF THE COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER OR SOLICITATION IS UNLAWFUL.

Until ____________, 2023, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

This prospectus relates to the resale from time to time of an aggregate of 2,096,732 shares of common stock which consists of:

(i) 1,709,734 shares of common stock (the "Conversion Shares") underlying outstanding convertible senior notes (the "Notes") sold pursuant to a Securities Purchase Agreement (the "Securities Purchase Agreement") dated March 7, 2023 between the Company and institutional investors (the "Selling Securityholders") and a Senior Convertible Note Agreement dated March 9, 2023. An aggregate of $3.5 million principal amount of the Notes was sold. Each Note has an original issue discount of 15% and an interest rate of 5.00% per annum with a conversion price of $2.28 per share of common stock, subject to adjustment.

(ii) 386,998 shares of our common stock underlying outstanding warrants (the "Warrant Shares") from warrants to purchase common stock (the "Warrants") sold pursuant to the Securities Purchase Agreement and Common Stock Purchase Warrant dated March 9, 2023. Each Warrant is convertible into one Warrant Share upon exercise, at an exercise price initial exercise price of $2.52.

The information in this prospectus is not complete and may be changed. We The Selling Stockholder named in this prospectus may not sell these securities until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to Completion, Dated April 13, 2023 August 23, 2024

Up to 2,096,732 20,638,326 shares of common stock

This prospectus relates to the resale from time to time of an aggregate of up to 20,638,326 shares (the "Shares") of common stock, $0.00001 par value ("Common Stock") of SOBR Safe, Inc. (the "Company") which consists of 20,638,326 Shares underlying warrants to purchase Common Stock (each a "Warrant" and collectively, the "Warrants") sold pursuant to an Inducement Letter dated June 4, 2024, between the Company and the selling securityholders (the "Selling Securityholders") and a Common Stock Purchase Warrant dated June 4, 2024 (the "Common Stock Purchase Warrant"). Each Warrant is convertible into one share of Common Stock upon exercise, exercisable immediately, for a term of 60 months, at an exercise price of $0.27, subject to adjustment thereunder.

If the Selling Securityholders exercise their Warrants and Notes in full, the shares being registered for resale by the Selling Securityholders would represent approximately 12.2% 35.4% of our current issued and outstanding Common Stock.

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The date of this prospectus is , 2023 August 23, 2024

Summary of the Offering

Special Note about Forward-Looking Statements

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Market Price for our Equity and Related Stockholders' Matters

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Description of Securities

Description of Business

Description of Property

Management's Discussion and Analysis or Plan of Operation

Changes in Accountants

Quantitative and Qualitative Disclosures about Market Risk

Directors, Executive Officers

Executive Compensation

Certain Relationships and Related Transactions

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Index to Financial Statements

Incorporation of Certain Documents by Reference

ABOUT THIS PROSPECTUS

You should rely only on the information contained in or incorporated by reference into this prospectus. Neither we nor the selling securityholder named herein (the "Selling Securityholder") have authorized anyone to provide you with information different from, or in addition to, that contained in or incorporated by reference into this prospectus. This prospectus is an offer to sell only the securities offered hereby but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in or incorporated by reference into this prospectus is current only as of their respective dates or on the date or dates that are specified in those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

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Prospectus summary 74 changes

We provide organizations with non-invasive technology to identify the presence of alcohol quickly and safely with its employees, contractors, participants or patients. These technologies are integrated within our robust and scalable data platform, producing statistical and measurable user and business data. Our mission is to save lives, increase productivity, create significant economic benefits and positively impact behavior. To that end, we developed the scalable, patent-pending SOBRsafe™ software platform for non-invasive alcohol detection and identity verification, a solution that has applications in probation management, fleet & facility, outpatient alcohol rehabilitation and youth drivers in a wearable form. We believe that uniform daily use of our device could result in material insurance savings across Workers' Comp, general liability, umbrella and fleet policies.

SOBRcheck™ is our stationary identification and alcohol monitoring product. When installed, SOBRcheck™ enables a rapid, hygienic biometric finger scan to authenticate identification and determine the presence or absence of alcohol. The SOBRcheck™ product provides the administrator with real-time results, delivered securely, to more efficiently manage their existing substance abuse policy. Our device is meant to be a specific point in time, quick test for the presence of alcohol, with the results to be used as a complementary data source in support of the organization's alcohol policies. If alcohol is detected by the device, then our customers follow up in accordance with its own policies, which could include additional tests via a blood test or breathalyzer (we will not provide these devices). We will gather de-identified information regarding Pass/Fail tests for use in determining trends in a company and/or industry, etc. but such information does not include any specific data about the individual user, only whether a pass or fail result occurred.

We are in commercial production and sale of our SOBRcheck™ solution. We have executed customer agreements and have had revenue since the first quarter 2022.

Our second device, the SOBRsure™ is our transdermal, alcohol-detecting wearable wristband uses the same SOBRsafe™ hardware/software technology platform for ongoing, real-time alcohol monitoring and GPS tracking. The primary intended applications include probation management, fleet & facility, outpatient alcohol rehabilitation and youth drivers. The wearable band will be commercially available in the second quarter of 2023.

Our SOBRsafe™ technology can also be deployed across numerous additional devices for various uses; among those we are currently exploring include possible integrations with existing telematics systems, and it could be licensed by non-competitive third parties.

Design, manufacturing, quality testing and distribution for all SOBRsafe™ devices takes place in the United States.

Our SOBRcheck™ and SOBRsure TM revenue model consists of two components: a hardware device purchase price and a recurring monthly SaaS subscription fee per user.

Our common stock is currently listed on the Nasdaq Capital Market under the symbol "SOBR".

Our management believes the key to developing a successful product is to find a potential solution to a need not being adequately addressed with current technologies. When that need also involves a potential solution for a societal crisis – like the impact of substance abuse on the workplace and individual lives – then the motivation is even stronger, and the potential results much more impactful.

Through criminal-justice related costs, lost work productivity and healthcare expenses, the annual cost of alcohol abuse in the U.S. is estimated to be $249 billion. Half of all industrial accidents involve alcohol, and commercial fleets suffer from over 11,000 alcohol-related accidents each year. We believe we have a solution that addresses this problem, and our technology is now available for commercial fleet management, school bus safety and manufacturing facilities, as well as for probation management and alcohol rehabilitation.

We believe our device portfolio approach could yield a substantial repository of user data – a potentially monetizable asset for statistical analytics. The opportunity to collect data points over time could enable the development of business and insurance liability benchmarking, and through AI, provide powerful guidance for perpetual safety improvement with associated cost savings capture. By demonstrating substance-free environments, employers could deliver a data-driven argument for lowering insurance premiums. We could potentially partner with insurance providers to mandate use of the SOBRsafe™ devices and/or technology.

Corporate Information

You should read the following summary together with the more detailed information and the financial statements appearing elsewhere in this Prospectus. This Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors" and elsewhere in this Prospectus. Unless the context indicates or suggests otherwise, references to "we," "our," "us," the "Company," or the "Registrant" refer to SOBR Safe, Inc., a Delaware corporation, and its subsidiary.

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At the open of market on April 28, 2022, our 1-for-3 reverse split of our common stock went effective with the OTC Markets. As a result, all common stock share amounts, as well as share amounts and exercise and conversion prices in derivative security instruments have been adjusted to reflect the reverse stock split.

Pursuant to approval of an application with Nasdaq to up list uplist our common stock to their exchange under the ticker symbol "SOBR," our common stock began trading and quoted on the Nasdaq exchange on May 16, 2022. 2023. Prior to this up list uplist to the Nasdaq exchange, our common stock was quoted on the "OTCQB" tier of the OTC Markets under the ticker symbol "SOBR."

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SUMMARY OF THE OFFERING

Summary of terms of the Warrants held by the Selling Securityholders

The Warrants have an exercise price of $2.52 per share.

The exercise price is subject to adjustment in the event of the Company's entrance into an agreement to pursue stock dividends, stock splits, stock combinations, reclassifications, reorganizations, transactions or similar events affecting our Common Stock as described in each Warrant.

Each Warrant is exercisable for one share of Common Stock, subject to adjustment as described above.

Each Warrant will be exercisable immediately upon issuance and will expire five years after the initial issuance date.

The Selling Securityholder may not exercise any portion of the Warrant to the extent such exercise would cause the Selling Securityholder, together with its affiliates, attribution parties, and any other person or entity acting as a group, to beneficially own a number of shares of Common Stock which would exceed 4.99% of the then outstanding Common Stock following such exercise, as such percentage ownership is determined in accordance with the terms of the Warrant, except that upon notice from the Selling Securityholder to us, the Selling Securityholder may waive such limitation up to a percentage, not in excess of 9.99%.

Summary of terms of the Notes held by the Selling Securityholders

The Notes have a conversion price of $2.28 per share, subject to adjustment upon the occurrence of specific events as described in the Note.

The Notes have an original issue discount of 15% and mature on March 10, 2025.

Interest on the Notes commenced accruing on March 9, 2023 at an interest rate of 5.00% per annum and shall be computed on the basis of a 360-day year and twelve 30-day months.

All or any portion of the outstanding and unpaid Conversion Amount (as defined in the Note) of the Notes shall be convertible into shares of Common Stock (the "Conversion Shares") at any time after March 10, 2023 according to the mechanics described in the Note.

The Selling Securityholder may not convert any portion of the Note to the extent such conversion would cause the Selling Securityholder, together with its affiliates, attribution parties, and any other person or entity acting as a group, to beneficially own a number of shares of Common Stock which would exceed 9.99% of the then outstanding Common Stock following such conversion, as such percentage ownership is determined in accordance with the terms of the Note.

This prospectus also relates to the offering of the shares of Common Stock issuable upon exercise of the Warrants and Notes.

Common stock issued and outstanding before sales by the Selling Securityholders 17,209,570 shares of our common stock as of March 31, 2023.

Common shares offered by the Selling Securityholders

2,096,732 shares of our common stock as of March 31, 2023.

Common stock issued and outstanding if Selling Securityholder exercises all Warrants and Notes 19,306,302 shares of our common stock as of March 31, 2023.

Acquiring shares of our common stock involves a high degree of risk and should not be owned by investors who cannot afford the loss of their entire investment. See "Risk Factors".

Shares of our Common Stock are entitled to one vote per share. We have one series of preferred stock outstanding, our Series B Convertible Preferred Stock, which is also entitled to one vote per share. There are no other classes of stock and, therefore, all holders of our Common Stock and Series B Convertible Preferred Stock, including our officers and directors, are entitled to the same voting rights.

Unless we indicate otherwise, all information in this prospectus :

excludes 1,953,582 shares of our common stock issuable upon exercise of outstanding stock options at a weighted average exercise price of $1.95 per share as of March 31, 2023.

includes 386,998 Warrant Shares and 1,709,734 Conversion Shares issued in connection with the offering.

Business Operations, Outlook and Challenges

We provide non-invasive technologies to quickly and humanely identify the presence of alcohol in individuals. Our mission is to save lives, positively impact behavioral outcomes and individual wellness, increase workplace safety and productivity, and create significant economic benefits. Our non-invasive technologies are integrated within our scalable and patent-pending software platform, SOBRsafe™, producing statistical, measurable business and user data. To that end, our SOBRsafe™ software platform, along with our integrated hardware devices used to provide non-invasive alcohol detection and identity verification, combine to create a robust solution that has current and potential applications in:

Behavioral health and wellness

Judicial administrative applications

Licensing and integration

Commercial environments, including but not limited to oil and gas, fleet management, telematics, ride share programs, and general workplace safety ➢ Individual consumer use, including co-parenting trust, personal accountability, and teen driver safety SOBRcheck™ Our SOBRcheck™ device is a patent-pending, touch-based identity verification and alcohol detection solution. Users place two fingers on the device sensors, one compares biometric data points from the finger to confirm identity, while the other senses alcohol released through the pores of the fingertip. The touch-based device connects to the SOBRsafe™ software solution to collect, present and communicate data collected to subscribed parties. The SOBRcheck™ device has been in commercial production since the first quarter of 2022 and we have executed customer agreements since that time.

Our SOBRsure™ device is a patent-pending, fitness-style wearable band with an alcohol detection solution intended for discrete, low-profile and voluntary use providing real-time alcohol monitoring and GPS tracking. The wearable band is a device which includes a contained sensor which senses alcohol released through the pores of the skin. The wearable band connects to a mobile device via Bluetooth communication where the SOBRsafe™ mobile application collects and transmits data to the SOBRsafe™ software solution. The SOBRsure™ device provides passive, real-time alcohol insights to administrators, clinicians, parents and more, and also includes device removal and service interruption notifications. The SOBRsure™ is in commercial production and became available for sale in late September 2023.

Our SOBRsafe™ technology can also be deployed across numerous additional devices for various uses. We are currently exploring possible integrations with existing telematics systems and licensing by non-competitive third parties.

We believe our device portfolio approach could yield a substantial repository of user data – a potentially monetizable asset for statistical analytics. The opportunity to collect data points over time could enable the development of business and insurance liability benchmarking, through artificial intelligence (AI), powerful guidance for perpetual safety improvement and associated cost savings capture. By demonstrating substance-free environments, organizations could deliver a data-driven argument for lowering insurance premiums. We could potentially partner with insurance providers to mandate use of the SOBRsafe™ devices and/or technology.

Design, manufacturing, quality testing and distribution for all SOBRsafe™ integrated devices takes place in the United States.

Our products continue to gain awareness and recognition through trade shows, media exposure, social media and product demonstrations. To generate sales, we have a three-part strategy: 1) direct sales to businesses and consumers, 2) enter into agreements with channel partners and 3) enter into licensing and integration agreements. We currently employ four highly experienced sales professionals facilitating direct sales and channel partner relationships. Licensing and integration opportunities with non-competitive third parties continue in preliminary stages. We anticipate hiring an expert in licensing and integrations in 2024 to formulate and execute an expansion plan.

We have developed a marketing plan that includes:

consumer and enterprise e-commerce web-solutions

search engine optimization (SEO) and search engine marketing (SEM)

digital and social media campaigns

online paid advertising placements

brand ambassadors, affiliate partners and social media influencers, public relations initiatives and trade shows direct business to business target campaigns, alcohol detection/testing channel partners, territorial sales agents, advocacy group alignment, ongoing brand development and continuous pursuit of cutting-edge technologies for future integration.

As of August 23, 2024, we have retained four channel partners to augment our sales and marketing efforts, serving business customers with SOBRsafe™ technology solutions, including the SOBRcheck™ and SOBRsure™ devices.

Intellectual Property

We possess the following patent and pending patent applications related to our SOBRsafe™ system and related devices:

U.S. Patent No. 9,296,298, entitled "Alcohol detection system for vehicle driver testing with integral temperature compensation", which expires in 2032.

U.S. Patent Application No. 17/996,996, entitled "Noninvasive Transdermal Alcohol Screening System," and related foreign filings in Canada and Europe.

U.S. Patent Application No. 18/251,567, entitled "Wearable Data Collection Device With Non-Invasive Sensing," and related foreign filings in Canada, Europe, and Mexico.

U.S. Provisional Patent Application No. 63,502,580, entitled "Vehicle Diagnostic Port Dongle for Preventing Vehicle Start."

We are currently applying for the related patents to convert our Provisionals as part of our patent defense strategy.

We applied for trademarks related to the SOBRsafe™ system, SOBRcheck™ and SOBRsure™, and "SOBR" as standard characters with no specific formatting.

Government Regulation

As we utilize a unique "Pass/Fail" methodology that simply alerts to the presence of alcohol (as opposed to measuring a discrete BrAC) - information that may be used at the discretion of the employer (or counselor, parent, etc.) - we do not believe we will be subject to any government regulation in the targeted alcohol detection markets including Behavioral Health, Justice, Alcohol Rehabilitation, Consumer, Facility & Fleet, or Young Driver markets. In the Judicial market, regulations vary significantly by state; some states only allow for the use of certain methodologies like breath or urine, while others do not specify and there exists no regulated barrier to entry for a transdermal solution.

Human Capital Resources and Employees

As of August 23, 2024, there are a total of 14 full time employees, including Company officers Chairman/Chief Executive Officer/Secretary, David Gandini, and Chief Financial Officer, Christopher Whitaker. The employee base primarily operates from our corporate offices located in Greenwood Village, Colorado. Employees who operate remotely from our corporate offices primarily consist of territorial sales and business development representatives. The remainder of our workforce consists of professional consultants in supporting roles due to the size and nature of our business.

Oversight and Management

Our executive officers are tasked with leading our organization in managing employment-related matters, including recruiting and hiring, onboarding and training, compensation planning and talent management and development. We are committed to providing team members with the training and resources necessary to continually strengthen their skills. Our executive team is responsible for periodically reviewing development and training programs, diversity efforts, business ethics and compliance training, team member benefit programs and initiatives, including healthcare and other benefits, as well as our management development and succession planning practices. Management periodically reports to the Board and the Compensation Committee regarding our human capital measures and results that guide how we attract, compensate, retain and develop a workforce to enable our business strategies.

Diversity, Equity and Inclusion

We believe that a diverse workforce is critical to our success, and we continue to monitor and improve the application of our hiring, retention, compensation and advancement processes for women and underrepresented populations across our workforce, including persons of color, veterans and LGBTQ+ to enhance our inclusive and diverse culture. We continue to invest in recruiting diverse talent.

Workplace Safety and Health

A vital part of our business is providing our workforce with a safe, healthy and sustainable working environment. We focus on implementing change through workforce observation and feedback channels to recognize risk and continuously improve our processes.

Risk factors 113 changes

We have a limited operating history and historical financial information upon which you may evaluate our performance.

You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages of development. We may not successfully address these risks and uncertainties or successfully implement our existing and new products. If we fail to do so, it could materially harm our business and impair the value of our common stock. Even if we accomplish these objectives, we may not generate positive cash flows or profits. We were incorporated in Delaware on August 10, 2007. Our business to date has focused on developing and improving our technologies, potential products, filing patents, and hiring management and staff personnel. Unanticipated problems, expenses and delays are frequently encountered in establishing a new business and developing new products. These include, but are not limited to, inadequate funding, lack of consumer acceptance, competition, product development, and inadequate sales and marketing. The failure by us to meet any of these conditions would have a materially adverse effect upon us and may force us to reduce or curtail operations. No assurance can be given that we can or will ever operate profitably.

We may not be able to meet our future capital needs.

To date, we have generated limited revenue. Our future capital requirements will depend on many factors, including our ability to develop our products, generate cash flow from operations, and competing market developments. Our ability to achieve future profitability is dependent on a variety of factors, many of which are outside of our control. Failure to achieve profitability or sustain profitability, if achieved, may require us to raise additional financing, which could have a material negative impact on the market value of our Common Stock. Any equity financings will result in dilution to our then-existing stockholders. Sources of debt financing may result in high interest expense. Any financing, if available, may be on unfavorable terms.

If we cannot obtain, achieve, or sustain profitability or additional funding, our technology and product development and commercialization efforts may be reduced or discontinued, and we may not be able to continue operations.

We have experienced recurring net losses since inception, and as of December 31, 2022, had an accumulated deficit of $78,327,845. We believe that we will continue to incur substantial operating expenses in the foreseeable future as we continue to invest to develop and expand technology and product offerings and attract new customers. These efforts may prove more expensive than we anticipate, and we may not succeed in obtaining the net revenue and operating margins necessary to offset these expenses. Accordingly, we may not be able to achieve profitability, and we may incur significant losses for the foreseeable future.

Development of our technology and our product development efforts are highly dependent on the amount of cash and cash equivalents on hand combined with our ability to raise additional capital to support our future operations through one or more methods, including but not limited to, issuing additional equity or debt.

In addition, we may also raise additional capital through additional equity offerings and licensing our future products in development. While we will continue to explore these potential opportunities, there can be no assurances that we will be successful in raising sufficient capital on terms acceptable to us, or at all, or that we will be successful in licensing our future products.

Our business plan, which is focused on the development and commercialization of alcohol detection devices, is dependent upon our SOBR Safe™ technology. If that technology proves to be ineffective at detecting alcohol in person's system through secretions from their skin it would significantly impact our business.

Our business is dependent upon our SOBRSafe™ technology. Our business plan calls for us to develop and commercialize alcohol detection devices based on our SOBRSafe™ technology. In the event that our technology proves to be ineffective at detecting alcohol in a person's system through secretions from their skin, it would significantly impact our business.

Our quarterly and annual operating results may fluctuate significantly and may not fully reflect the underlying performance of our business. This makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.

Our quarterly and annual results of operations, including our revenue, profitability and cash flow, may vary significantly in the future, and period-to-period comparisons of our operating results may not be meaningful. Accordingly, the results of any one quarter or period should not be relied upon as an indication of future performance. Our quarterly and annual operating results may fluctuate significantly as a result of a variety of factors, many of which are outside our control and, as a result, may not fully reflect the underlying performance of our business. Such fluctuations in quarterly and annual operating results may decrease the value of our common stock. Because our quarterly operating results may fluctuate, period-to-period comparisons may not be the best indication of the underlying results of our business and should only be relied upon as one factor in determining how our business is performing. These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to:

the level of adoption and demand for our products in our key industries like probation management, fleet & facility, alcohol rehabilitation and young drivers;

positive or negative coverage in the media, or changes in commercial perception, of our products or competing products, including our brand reputation;

the degree of competition in our industry and any change in the competitive landscape, including consolidation among competitors or future partners;

any safety, reliability or effectiveness concerns that arise regarding our products;

unanticipated pricing pressures in connection with the sale of our products;

the effectiveness of our sales and marketing efforts, including our ability to deploy a sufficient number of qualified representatives to sell and market our products;

the timing of customer orders for our products and the number of available selling days in any quarterly period, which can be impacted by holidays, the mix of products sold and the geographic mix of where products are sold;

unanticipated delays in product development or product launches;

the cost of manufacturing our products, which may vary depending on the quantity of production and the terms of our agreements with third-party suppliers;

our ability to raise additional capital on acceptable terms, or at all, if needed to support the commercialization of our products;

our ability to achieve and maintain compliance with all regulatory requirements applicable to our products and services;

our ability to obtain, maintain and enforce our intellectual property rights;

our ability and our third-party suppliers' ability to supply the components of our products in a timely manner, in accordance with our specifications, and in compliance with applicable regulatory requirements; and introduction of new products or technologies that compete with our products.

The cumulative effects of these factors could result in large fluctuations and unpredictability in our quarterly and annual operating results. If our assumptions regarding the risks and uncertainties we face, which we use to plan our business, are incorrect or change due to circumstances in our business or our markets, or if we do not address these risks successfully, our operating and financial results could deviate materially from our expectations and our business could suffer.

This variability and unpredictability could also result in our failure to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, it will negatively affect our business, financial condition and results of operations.

The continued spread of COVID-19 variants and uncertain market conditions may adversely affect our business, financial condition and results of operations.

We are closely monitoring the coronavirus and the directives from federal and local authorities regarding not only our workforce, but how it impacts companies we work with for the development of our SOBRSafe™ technology and the devices that deploy that technology. The extent to which the COVID-19 continues to impact our financial conditions and results of operations, or those of our third-party suppliers, will depend on future developments, which are highly uncertain and cannot be predicted with confidence at this time, including the duration of new outbreaks, information which may emerge concerning the severity of COVID-19 and the actions being taken to contain COVID-19 or treat its impact, among others. Governmental agencies can fluctuate in their implementation of social distancing and "work from home" regulations. If those regulations increase then the chances increase that more and more companies may be forced to either shut down, slow down or alter their work routines. Since the development and testing of our SOBR technologies and the potential platform devices is a "hands on" process, these alternative work arrangements could significantly slow down our anticipated schedules for the marketing and sale of our SOBR devices, which could have a negative impact our business.

Because we may face intense competition, we may not be able to operate profitably in our markets.

The market for our products is highly competitive and is becoming more so, which could hinder our ability to successfully market our products. We may not have the resources, expertise or other competitive factors to compete successfully in the future. We expect to face additional competition from existing competitors and new market entrants in the future. Many of our competitors have greater name recognition and more established relationships in the industry than we do. As a result, these competitors may be able to:

develop and expand their product offerings more rapidly;

adapt to new or emerging changes in customer requirements more quickly;

take advantage of acquisition and other opportunities more readily; and devote greater resources to the marketing and sale of their products and adopt more aggressive pricing policies than we can.

If our products do not gain expected market acceptance, prospects for our sales revenue may be affected.

We intend to use the SOBRSafe™ technology in various platforms in the preventative, probation management, fleet & facility, alcohol rehabilitation and young drivers' markets. Currently, most alcohol sensing devices are breath analyzers and ankle bracelets employed in the judicially-mandated market where the use is usually required by law as a punishment for committing a crime. We will be asking companies and institutions that have an interest in monitoring whether their employees or contractors have alcohol in their systems due to their job responsibilities (such as fleet and school bus drivers, factory machinists, forklift operators, etc.), to adopt a new requirement that their employees or contractors must abide in order to remain employed. While we believe this will be attractive to many companies and industries, we must achieve some level of market acceptance to be successful. If we are unable to achieve market acceptance, our investors could lose their entire investment.

If critical components become unavailable or contract manufacturers delay their production, our business will be negatively impacted.

We currently stay ahead of supply chain issues by utilizing multiple sources, but if for reasons out of our control parts are not available, it could impact customer contracts and revenue.

We currently outsource supply chain and manufacturing of the SOBRcheck™ device to third-party manufacturers. The stability of component supply will be crucial to maintaining our manufacturing process. Due to the fact we currently manufacture the device utilizing in part, "off the shelf" parts and components, some of our critical devices and components being supplied by certain third-party manufacturers, we may be unable to acquire necessary amounts of key components at competitive prices.

We have selected these particular manufacturers based on their ability to consistently produce these products according to our requirements in an effort to obtain the best quality product at the most cost-effective price. However, the loss of all or one of these suppliers or delays in obtaining shipments would have an adverse effect on our operations until an alternative supplier could be found, if one may be located at all. If we get to that stage of growth, such loss of manufacturers could cause us to breach any contracts we have in place at that time and would likely cause us to lose sales.

If our contract manufacturers fail to meet our requirements for quality, quantity and timeliness, our business growth could be harmed.

We currently outsource the manufacturing of devices utilizing the SOBRSafe™ alcohol detection system to several contract manufacturers. These manufacturers will procure all of the raw materials for us and provide all necessary facilities and labor to manufacture our products. If these companies were to terminate their agreements with us without adequate notice or fail to provide the required capacity and quality on a timely basis, we would be delayed in our ability or unable to process and deliver our products to our customers.

Our products could contain defects, or they may be installed or operated incorrectly, which could reduce sales of those products or result in claims against us.

Although we have quality assurance practices in place to ensure good product quality, defects still may be found in the future in our future products.

End-users could lose their confidence in our products and/or our company if they unexpectedly use defective products or use our products improperly. This could result in loss of revenue, loss of profit margin, or loss of market share.

We have limited experience manufacturing our products in large-scale commercial quantities, and we face a number of manufacturing risks that may adversely affect our manufacturing abilities which could delay, prevent or impair our growth.

Our growth strategy depends on our ability to manufacture our current and future products in sufficient quantities and on a timely basis to meet customer demand. We outsource with United States based third party manufacturing companies. If any of our manufacturing facilities suffer damage, or a force majeure event, such damage or event could materially impact our ability to operate, which could materially and adversely affect our business and financial performance.

We are also subject to numerous other risks relating to our manufacturing capabilities, including:

quality and reliability of components, sub-assemblies and materials that we source from third-party suppliers, who are required to meet our quality specifications, almost all of whom are single source suppliers for the items and materials that they supply;

our inability to secure components, sub-assemblies and materials in a timely manner, in sufficient quantities or on commercially reasonable terms;

our inability to maintain compliance with quality system requirements or pass regulatory quality inspections;

our failure to increase production capacity or volumes to meet demand;

potential risks associated with disruptions in our supply chain, such as on account of the COVID- 19 pandemic or other macroeconomic events;

lead times associated with securing key components;

our inability to design or modify production processes to enable us to produce future products efficiently or implement changes in current products in response to design or regulatory requirements; and difficulty identifying and qualifying, and obtaining new regulatory approvals, for alternative suppliers for components in a timely manner.

These risks are likely to be exacerbated by our limited experience with our current products and manufacturing processes. As demand for our products increases, we will have to invest additional resources to purchase components, sub-assemblies and materials, hire and train employees and enhance our manufacturing processes. If we fail to increase our production capacity efficiently, we may not be able to fill customer orders on a timely basis, our sales may not increase in line with our expectations and our operating margins could fluctuate or decline. In addition, although some future products may share product features, components, sub-assemblies and materials with our existing products, the manufacture of these products may require modification of our current production processes or unique production processes, the hiring of specialized employees, the identification of new suppliers for specific components, sub-assemblies and materials or the development of new manufacturing technologies. It may not be possible for us to manufacture these products at a cost or in quantities sufficient to make these products commercially viable or to maintain current operating margins, all of which could have a material adverse effect on our business, financial condition and results of operations.

Because our technology is innovative and disruptive, we may need additional time to enter the market due to the need to further discover the profile companies within our target markets.

Our products are new to the marketplace. As a result, we will need time to penetrate our target markets by furthering developing the profile companies that could benefit the most from our products and technology. If we are not successful in discovering these companies it could greatly slow our growth and adversely impact our financial condition.

We are currently only selling our products through direct sales and distributors and will need time to develop relationships in order to secure customers and grow revenue.

Any failure to maintain and grow our direct sales force and distributor network could harm our business. The members of our direct sales force are adequately trained and possess technical expertise, which we believe is critical in driving the awareness and adoption of our products. The members of our U.S. sales force are at-will employees. The loss of these personnel to competitors, or otherwise, could materially harm our business. If we are unable to retain our direct sales force personnel or replace them with individuals of comparable expertise and qualifications, or if we are unable to successfully employ such expertise in replacement personnel, our product sales, revenues and results of operations could be materially harmed.

In order to generate future growth, we will continue to identify and recruit qualified sales and marketing professionals. Training them on our products and on our internal policies and procedures requires significant time, expense and attention. It can take several months or more before a sales representative is fully trained and productive. Our sales force may subject us to higher fixed costs than those of companies with competing products, placing us at a competitive disadvantage. Our business may be harmed if our efforts to expand and train our sales force do not generate a corresponding increase in product sales and revenue, and our higher fixed costs may slow our ability to reduce costs in the face of a sudden decline in demand for our products. Any failure to hire, develop and retain talented sales personnel, to achieve desired productivity levels in a reasonable period of time to reduce fixed costs, could have material adverse effect on our business, financial condition and results of operations.

Our ability to increase our customer base and achieve broader market acceptance of our products will depend, to a significant extent, on our ability to expand our sales and marketing efforts. Our business may be harmed if these efforts and expenditures do not generate a corresponding increase in revenue. If we fail to successfully promote our products in a cost-effective manner, we may fail to attract or retain the market acceptance necessary to realize a sufficient return on our promotional efforts, or to achieve broad adoption of our products.

We need to ensure strong product performance and reliability to maintain and grow our business.

We need to maintain and, if needed, improve the performance and reliability of our products to achieve our profitability objectives. Poor product performance and reliability could lead to customer dissatisfaction, adversely affect our reputation and revenues, and increase our service and distribution costs and working capital requirements. In addition, our SOBRsafe™ technology, and the software and hardware incorporated into our SOBRcheck™ and SOBRsure™ devices may contain errors or defects, especially when first introduced and while we have made efforts to test this software and hardware extensively, we cannot assure that the software and hardware, or software and hardware developed in the future, will not experience errors or performance problems.

Our internal computer systems, or those used by our contractors or consultants, may fail or suffer security breaches, and such failure could negatively affect our business, financial condition and results of operations.

We depend on our information technology systems for the efficient functioning of our business, including the manufacture, distribution and maintenance of our products, as well as for accounting, data storage, compliance, purchasing, inventory management and other related functions. We do not have redundant information technology in all aspects of our systems at this time. Despite the implementation of security and back-up measures, our internal computer, server, and other information technology systems as well as those of our third-party consultants, contractors, suppliers, and service providers, may be vulnerable to damage from physical or electronic break-ins, accidental or intentional exposure of our data by employees or others with authorized access to our networks, computer viruses, malware, ransomware, supply chain attacks, natural disasters, terrorism, war, telecommunication and electrical failure, denial of service, and other cyberattacks or disruptive incidents that could result in unauthorized access to, use or disclosure of, corruption of, or loss of sensitive, and/or proprietary data, including personal information, including health-related information, and could subject us to significant liabilities and regulatory and enforcement actions, and reputational damage. Additionally, theft of our intellectual property or proprietary business information could require substantial expenditures to remedy. Such theft could also lead to loss of intellectual property rights through disclosure of our proprietary business information, and such loss may not be capable of remedying. If we or our third-party consultants, contractors, suppliers, or service providers were to suffer an attack or breach, for example, that resulted in the unauthorized access to or use or disclosure of personal information, we may have to notify consumers, partners, collaborators, government authorities, and the media, and may be subject to investigations, civil penalties, administrative and enforcement actions, and litigation, any of which could harm our business and reputation. The COVID-19 pandemic has generally increased the risk of cybersecurity intrusions. Our reliance on internet technology and the number of our employees who are working remotely may create additional opportunities for cybercriminals to exploit vulnerabilities. For example, there has been an increase in phishing and spam emails as well as social engineering attempts from "hackers" hoping to use the recent COVID-19 pandemic to their advantage. Furthermore, because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or systems or data or systems of our commercial partners, or inappropriate or unauthorized access to or disclosure or use of confidential, proprietary, or other sensitive, personal, or health information, we could incur liability and suffer reputational harm. Failure to maintain or protect our information technology systems effectively could negatively affect our business, financial condition and results of operations.

If we are unable to recruit and retain qualified personnel, our business could be harmed.

Our growth and success highly depend on qualified personnel. Competition in the industry could cause us difficulty in recruiting or retaining a sufficient number of qualified technical personnel, which could harm our ability to develop new products. If we are unable to attract and retain necessary key talents, it would harm our ability to develop competitive products and retain good customers and could adversely affect our business and operating results.

We may be unable to adequately protect our proprietary rights.

We currently have one "use" patent covering the SOBRsafe™ alcohol detection system and/or the SOBR devices and two provisional patents pending with the United States Patent and Trademark Office. These patents are not specific to the components, but rather the overall solution provided by the SOBR devices. Our ability to compete partly depends on the superiority, uniqueness and value of our intellectual property. To protect our proprietary rights, we will rely on a combination of patent, copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. Despite these efforts, any of the following occurrences may reduce the value of our intellectual property:

Our applications for patents relating to our business may not be granted and, if granted, may be challenged or invalidated;

Issued patents may not provide us with any competitive advantages;

Our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology;

Our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we develop; or · Another party may obtain a blocking patent and we would need to either obtain a license or design around the patent in order to continue to offer the contested feature or service in our products.

We may become involved in lawsuits to protect or enforce our patents that would be expensive and time consuming.

In order to protect or enforce our patent rights, we may initiate patent litigation against third parties. In addition, we may become subject to interference or opposition proceedings conducted in patent and trademark offices to determine the priority and patentability of inventions. The defense of intellectual property rights, including patent rights through lawsuits, interference or opposition proceedings, and other legal and administrative proceedings, would be costly and divert our technical and management personnel from their normal responsibilities. An adverse determination of any litigation or defense proceedings could put our pending patent applications at risk of not being issued.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. For example, during the course of this kind of litigation, confidential information may be inadvertently disclosed in the form of documents or testimony in connection with discovery requests, depositions or trial testimony. This disclosure could have a material adverse effect on our business and our financial results.

The internal controls we utilize to produce reliable financial reports have material weaknesses. If we continue to have material weaknesses in our internal controls, we may not be able to report our financial results accurately or timely or to detect fraud, which could have a material adverse effect on our business.

An effective internal control environment is necessary for us to produce reliable financial reports and is an important part of our effort to prevent financial fraud. We are required to periodically evaluate the effectiveness of the design and operation of our internal controls over financial reporting. Based on these evaluations, we concluded in our Annual Report on Form 10-K for the year ended December 31, 2022, as well as in all of our quarterly and annual reports since evaluations and disclosure regarding our internal controls became required disclosure, that we have material weaknesses in our internal controls. Enhancements, modifications, and changes to our internal controls are necessary in order to eliminate these weaknesses. As of December 31, 2022, the specific weaknesses our management has identified include: (i) we do not have sufficient segregation of duties within our accounting functions, and (ii) we have not documented all our internal controls. See "Internal Control Over Financial Reporting", herein. There are inherent limitations on the effectiveness of internal controls, including collusion, management override, and failure of human judgment. In addition, control procedures are designed to reduce rather than eliminate business risks. If we continue to fail to maintain an effective system of internal controls, we may be unable to produce reliable, timely financial reports or prevent fraud, which could have a material adverse effect on our business, including subjecting us to sanctions or investigation by regulatory authorities, such as the Securities and Exchange Commission. Any such actions could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements, which could cause the market price of our common stock to decline or limit our access to capital.

Our common stock has been thinly traded and we cannot predict the extent to which a trading market will develop.

1 unchanged paragraph

2 unchanged paragraphs

and 33 more changes in the filing

Selling Securityholders 31 changes

The Common Stock being offered by the Selling Securityholders are those issuable to the Selling Shareholders Securityholders upon exercise of the Notes and the Warrants. We are registering the shares of Common Stock underlying the Notes and Warrants in order to permit the Selling Securityholders to offer the shares for resale from time to time. Except for the ownership of the Notes and the Warrants, the Selling Securityholders have not had any material relationship with us within the past three years.

The table below lists the Selling Securityholders (each individually, a "Selling Shareholder") Securityholder") and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Securityholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Securityholders, based on its ownership of the Notes and Warrants, as of March 31, 2023, August 23, 2024, assuming conversion of the Notes and exercise of the Warrants held by the Selling Securityholders on that date, without regard to any limitations on conversions or exercises.

1 unchanged paragraph

Under the terms of the Notes, the Selling Securityholder may not convert any portion of the Note to the extent such conversion would cause the Selling Securityholder, together with its affiliates, attribution parties, and any other person or entity acting as a group, to beneficially own a number of shares of Common Stock which would exceed 9.99% of the then outstanding Common Stock following such conversion, as such percentage ownership is determined in accordance with the terms of the Note.

In accordance with the terms of a registration rights agreement with the Selling Securityholders, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of Common stock issuable upon conversion of the Notes, determined as if the outstanding Notes were converted in full and (ii) the maximum number of shares of Common stock issuable upon exercise of the related Warrants, determined as if the outstanding Warrants were exercised in full, in each case, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Notes or the exercise of the Warrants. The fourth column assumes the sale of all of the shares offered by the Selling Securityholders pursuant to this prospectus.

3 unchanged paragraphs

Name of Selling Shareholder Securityholder

1 unchanged paragraph

Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Empery Debt Opportunity Fund, LP (1) 1,572,547 1,572,547 Empery Tax Efficient, LP (2) 89,285 47,526 41,759 Empery Master Onshore, LLC (3) 127,202 127,202 Walleye Opportunities Master Fund Ltd (4) 674,066 349,457 324,609 (1) Consists of 1,282,299 Conversion Shares issuable upon conversion of the Notes and 290,248 Warrant Shares issuable upon exercise of the Warrants, in each case being registered pursuant to this Offering. The shares of common stock reported herein are held by Empery Debt Opportunity Fund, LP. The address for Empery Debt Opportunity Fund, LP is c/o Empery Asset Management, LP, One Rockefeller Plaza, Suite 1205, New York, NY 10020.

Consists of 38,754 Conversion Shares issuable upon conversion of the Notes and 8,772 Warrant Shares issuable upon exercise of the Warrants, in each case being registered pursuant to this Offering, and 41,759 shares of common stock issuable upon exercise of warrants not being registered pursuant to this Offering. The shares of common stock reported herein are held by Empery Tax Efficient, LP. The address for Empery Tax Efficient, LP is c/o Empery Asset Management, LP, One Rockefeller Plaza, Suite 1205, New York, NY 10020.

Consists of 103,724 Conversion Shares issuable upon conversion of the Notes and 23,478 Warrant Shares issuable upon exercise of the Warrants, in each case being registered pursuant to this Offering. The shares of common stock reported herein are held by Empery Master Onshore, LLC. The address for Empery Master Onshore, LLC is c/o Empery Asset Management, LP, One Rockefeller Plaza, Suite 1205, New York, NY 10020.

Consists of 284,957 Conversion Shares and 64,500 Warrant Shares issued in this Offering and 324,609 Warrant Shares not offered hereby that were acquired prior to this Offering. The shares of common stock reported herein are held by Walleye Opportunities Master Fund Ltd. The address for Walleye Opportunities Master Fund Ltd is 2800 Niagara Lane N., Plymouth, MN 55447.

Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Armistice Capital, LLC (1) - 20,638,326 - (1) The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The warrants are subject to a beneficial ownership limitation of 4.99%, which such limitation restricts the Selling Stockholder from exercising that portion of the warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

1 unchanged paragraph

MARKET PRICE FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is listed on the Nasdaq Capital Market under the symbol "SOBR".

At December 31, 2022 there were 16,984,570 shares of Common Stock outstanding and approximately 4,200 stockholders of record.

We have never issued any dividends to our common stockholders do not expect to pay any stock dividend or any cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared on our common stock in the future will be at the discretion of our Board of Directors and subject to any restrictions that may be imposed by our lenders.

Our Series A-1 Convertible Preferred Stock earns cumulative dividends at a rate of 8% per annum, payable in cash or common stock at the option of the Company on June 30 and December 31 of each year. If paid in common stock, the common stock will be valued at the average of the closing price for the five business days prior to the dividend payment date. The Preferred shareholders will participate in any common stock dividends on an as converted basis. During the years ended December 31, 2022 and 2021, $0 and $0, respectively, in dividends were declared for holders of our 8% Series A-1 Convertible Preferred stock.

Securities Authorized for Issuance Under Equity Compensation Plans

On October 24, 2019, our 2019 Equity Incentive Plan went effective. The plan was approved by our Board of Directors and the holders of a majority of our voting stock on September 9, 2019. The plan's number of authorized shares was originally 1,282,823. On January 7, 2022, the holders of a majority of our voting stock approved an amendment to the Plan that increased the number of shares authorized under the Plan to 1,733,333.

The following table sets forth information as of December 31, 2022, with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance, aggregated as follows:

Number of securities to be

issued upon exercise of

outstanding options, warrants and rights

Weighted-average exercise

price of outstanding

options, warrants and rights

Number of securities

remaining available for

future issuance under

equity compensation plans

(excluding securities reflected in column (a))

Equity compensation plan approved by security holders

Equity compensation plan not approved by security holders

Plan of distribution 3 changes

Each Selling Securityholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market (as defined in the registration rights agreement) or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Securityholder may use any one or more of the following methods when selling securities:

17 unchanged paragraphs

The Company and Aegis Capital Corp. agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Securityholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Securityholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Securityholders or any other person. Aegis Capital Corp. The Company will make copies of this prospectus available to the Selling Securityholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Available Information 1 change

We have filed with the SEC a Registration Statement on Form S-1 under the Securities Act of 1933, as amended, to register the shares held by the Selling Securityholders and the shares underlying the warrants and notes held by the Selling Securityholders. This Prospectus, which constitutes a part of the Registration Statement on Form S-1, does not contain all of the information set forth in the Form S-1 or the exhibits filed therewith. For further information about us and our common stock, reference is made to our filings with the SEC since we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. Statements contained in this Offering Statement regarding the contents of any contract or any other document that is filed as an exhibit to this Offering Statements are not necessarily complete, and in each instance we refer you to the copy of such contract or other document filed as an exhibit to our filings. A copy of the our filings with the SEC may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, NE, Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from that office upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov .

Experts 4 changes

The financial statements of SOBR SAFE, Inc. as of December 31, 2022 and 2021, and for the years then ended, have been included herein in reliance upon the reports of Macias Gini & O'Connell LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

Lucosky Brookman LLP serves as our legal counsel in connection with this offering.

The financial statements as of and for the fiscal year ended December 31, 2023 have been audited by Haynie & Company, an independent registered public accounting firm, as stated in their reports. The financial statements as of and for the fiscal years ended December 31, 2022 have been audited by Macias Gini & O'Connell LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements have been so included in reliance upon the reports of such firms given upon their authority as experts in accounting and auditing.

INFORMATION NOT REQUIRED IN PROSPECTUS

Other expenses of issuance and distribution 4 changes

1 unchanged paragraph

SEC registration fee

1 unchanged paragraph

Accounting and Audit Fees

Accounting fees and expenses

Miscellaneous expenses

Recent sales of unregistered securities 6 changes

1 unchanged paragraph

On June 8, 2023, we issued 150,000 shares of our common stock for Restricted Stock Units that vested during 2023. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investors are sophisticated, familiar with our operations, and there was no general solicitation or advertising.

On May 10, 2023, noteholders elected to convert a total of $341,999 (the "Conversion Amount") pertaining to the 2023 Debt Offering into 150,000 shares of the Company's common stock at $2.28 per share. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investors are sophisticated, familiar with our operations, and there was no general solicitation or advertising.

On April 1, 2023, we issued 35,000 shares of our common stock for Restricted Stock Units that vested during 2023. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is sophisticated, familiar with our operations, and there was no general solicitation or advertising.

On March 7, 9, 2023, the Company entered into a Debt Offering pursuant to a Purchase Agreement (the "Agreement") and Registration Rights Agreement with institutional investors. The Debt Offering closed on March 9, 2023. The Debt Offering includes 15% Original Issue Discount Convertible Notes (the "Notes") and Common Stock Purchase Warrants (the "Warrants"). Aegis Capital Corp. acted as sole placement agent for the Debt Offering. Under the terms of the Agreement, the Company received $3,000,000 from the Purchasers and in exchange issued the Notes in principal amounts of $3,529,412 and Warrants to purchase up to 386,998 shares of the Company's common stock. The Notes are convertible voluntarily by the Purchaser at any time the principal amounts are outstanding into shares of our common stock, at a conversion price $2.28. The Notes are due March 10, 2025, and accrue interest quarterly at 5% per annum. The accrued interest is payable by way of inclusion in the convertible amount. The Warrants are exercisable at any time through March 9, 2028, into shares of the Company's common stock at an exercise price of $2.52 per share. The Company received approximately $2,500,000 of net proceeds from the Debt Offering after offering related costs. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is accredited, familiar with our operations, and there was no general solicitation or advertising.

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At the closing of the same transaction, we also issued Warrant to Purchase Common Stock to IDTEC, under which IDTEC can purchase up to 106,667 shares of our common stock at an exercise price of $1.50 per share. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is accredited, familiar with our operations, and there was no general solicitation or advertising.

In connection with closing the transaction with IDTEC detailed herein, we issued a convertible promissory note totaling approximately $1,500,000 to IDTEC. The promissory note was convertible any time by the holder into shares of our common stock at a conversion price of $1.50 per share, subject to anti-dilution protection against any future securities we may issue at an effective price of less than $0.50 per share. On November 17, 2020, IDTEC converted the total of $1,551,514 of principal and interest due under the promissory note into 1,034,343 shares of our common stock. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is accredited, familiar with our operations, and there was no general solicitation or advertising. At the closing of the same transaction, we also issued Warrant to Purchase Common Stock to IDTEC, under which IDTEC can purchase up to 106,667 shares of our common stock at an exercise price of $1.50 per share. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is accredited, familiar with our operations, and there was no general solicitation or advertising.

1 unchanged paragraph

Exhibits 51 changes

2 unchanged paragraphs

Articles of Amendment to Articles of Incorporation to TransBiotec, Inc. 3.2 11/06/2012 3.3 (3) Certificate of Amendment to Certificate of Incorporation filed with the State of Delaware on May 25, 2017 10-K 3.3 02/06/2019 3.4 (6) Amended and Restated Bylaws of SOBR Safe, Inc. 8-K 3.1 11/19/2019 3.5 (10) Certificate of Amendment to Certificate of Incorporation of TransBiotec, Inc. changing name to SOBR Safe, Inc., effecting 1-for-33.26 reverse stock split and decreasing authorized common stock to 100M shares 8-K 3.1 06/11/2020 4.1 (17) Form of Representative's Warrant between SOBR Safe, Inc. and Aegis Capital Corp. 8-K 4.1 05/19/2022 4.2 (17) Warrant Agency Agreement between SOBR Safe, Inc. and Equiniti Trust Company dated May 17, 2022 8-K 4.2 05/19/2022 4.3 (17) Form of Unit Warrant, issued May 18, 2022 8-K 4.3 05/19/2022 5.1** Legal Opinion of Lucosky Brookman LLP 10.1 (4) Asset Purchase Agreement dated May 6, 2019 between IDTEC, LLC and TransBiotec, Inc. 10.2 (5) Common Stock Purchase Agreement with Charles Bennington dated August 23, 2019 10.3 (5) Share Exchange Agreement with Michael Lanphere dated August 23, 2019 10.4 (5) Share Exchange Agreement with Vernon Justus dated August 23, 2019 10.5 (5) Debt Conversion and Common Stock Purchase Agreement with Michael Lanphere dated August 23, 2019 10.6 (5) Debt Conversion and Common Stock Purchase Agreement with Devadatt Mishal dated August 23, 2019 10.7 (6) TransBiotec, Inc. 2019 Equity Incentive Plan 10.8 (6) Employment Agreement with Kevin Moore dated October 25, 2019 10.9 (8) Amended Employment Agreement with Kevin Moore dated November 26, 2019 10.10 (6) 8-K 10.1 11/19/2019 10.2* Employment Agreement with David Gandini dated October 25, 2019 10.11 (7) Series A-1 Preferred Stock Purchase Agreement by and between TransBiotec, Inc. and SOBR SAFE, LLC dated December 12, 2019 (with Series A-1 Preferred Stock Certificate of Designation attached) 10.12 (9) 8-K 10.3 11/19/2019 10.3 Amendment No. 1 to Asset Purchase Agreement dated March 23, 2020 by and between IDTEC, LLC and TransBiotec, Inc. 10.13 (10) 10-Q 10.12 05/26/2020 10.4 Form of Convertible Promissory Note Issued to IDTEC, LLC at Close of Asset Purchase Transaction 10.14 (10) 8-K 10.3 06/11/2020 10.5 Waiver Under Asset Purchase Agreement and Post-Closing Covenant Agreement dated June 5, 2020 by and between IDTEC, LLC and TransBiotec, Inc. 10.15 (10) 8-K 10.4 06/11/2020 10.6 Warrant to Purchase Common Stock dated June 5, 2020 issued to IDTEC, LLC 10.16 (11) 8-K 10.5 06/11/2020 10.7* Advisory Agreement with Steven Beabout dated October 9, 2020 10.17 (12) 10-K 10.16 03/31/2021 10.8 18% Original Issue Discount Convertible Debenture issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd. dated September 27, 2021 10.18 (12) 8-K 10.1 10/01/2021 10.9 Warrant to Purchase Common Stock issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd. dated September 27, 2021 10.19 (12) 8-K 10.2 10/01/2021 10.10 Securities Purchase Agreement by and between SOBR Safe, Inc. and Armistice Capital Master Fund Ltd. dated September 27, 2021 10.20 (12) 8-K 10.3 10/01/2021 10.11 Registration Rights Agreement by and between SOBR Safe, Inc. and Armistice Capital Master Fund Ltd. dated September 27, 2021 10.21 (13) 8-K 10.4 10/01/2021 10.12 Form of" Secured Convertible Debenture issued by SOBR Safe, Inc. in $2M Regulation D Offering 10.22 (13) S-1/A 10.21 12/01/2021 10.13 Form of" Warrant issued by SOBR Safe, Inc. in Regulation D Offering 10.23 (14) Transition Agreement by and between SOBR Safe, Inc. and Kevin Moore dated October 30, 2021 10.24 (15) S-1/A 10.22 12/01/2021 10.14* Executive Employment Agreement with Scott Bennett dated August 17, 2021 10.25 (15) S-1/A 10.24 01/19/2022 10.15* Executive Employment Agreement with Michael Watson dated October 11, 2021 10.26 (16) S-1/A 10.25 01/19/2022 10.16* Executive Employment Agreement with Gerard Wenzel dated January 1, 2022 10.27 (18) 8-K 10.1 01/19/2022 10.17 Form of Share Exchange Agreement with David Gandini and Gary Graham for Series B Preferred Stock S-1/A 10.28 (21) 03/17/2022 10.18 Common Stock Purchase Warrant issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd dated March 30, 2022 10.29 (19) 10.30 09/16/2022 10.19 Waiver by and between SOBR Safe, Inc. and Armistice Capital Master Fund Ltd. dated March 30, 2022 10.30 (20) 8-K 10.1 04/01/2022 10.20 Securities Purchase Agreement by and between SOBR Safe, Inc. and Aegis Capital Corp. dated September 28, 2022 10.31 (20) 8-K 10.1 10/03/2022 10.21 Registration Rights Agreement by and between SOBR Safe, Inc. and Purchasers dated September 30, 2022.

Form of Pre-Funded Warrant Agreement by and between SOBR Safe, Inc. and Purchasers dated September 30, 2022 10.33 (26) 8-K 10.3 10/03/2022 10.23 Form of Warrant Agreement by and between SOBR Safe, Inc. and Purchasers dated September 30, 2022 10.34 (22) 8-K/A 10.4 10/14/2022 10.24* Executive Employment Agreement with David Gandini dated January 30 th , 2023 10.35 (23) 8-K 10.1 02/03/2023 10.25 Purchase Agreement between SOBR Safe, Inc. and Purchasers dated March 7, 2023 10.36 (23) 8-K 10.1 03/13/2023 10.26 Registration Rights Agreement between SOBR Safe, Inc. and Purchasers dated March 7, 2023 10.37 (23) 8-K 10.2 03/13/2023 10.27 Form of Senior Convertible Note between SOBR Safe, Inc. and Holders dated March 9, 2023 10.38 (23) 8-K 10.3 03/13/2023 10.28 Common Stock Purchase Warrant between SOBR Safe, Inc. and Holders dated March 9, 2023 10.39 (24) 8-K 10.4 03/13/2023 10.29 Amended And Restated Common Stock Purchase Warrant dated September 30, 2022 issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd. amending the original warrant dated March 30, 2022 10.40 (24) 10.35 10/14/2022 10.30 Amended And Restated Common Stock Purchase Warrant dated September 30, 2022 issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd. amending the original warrant dated September 27, 2021 10.41 (25) 10.36 10/14/2022 10.31* Consulting Agreement by and between SOBR Safe, Inc. and Winterstone Group, LLC dated January 21, 2022 10.42 (25) 8-K 10.1 07/27/2022 10.32 Services Agreement by and between SOBR Safe, Inc. and TraDigital Marketing Group, LLC dated January 18, 2022 10.43 (25) 8-K 10.2 07/27/2022 10.33 Confirming Agreement by and between SOBR Safe, Inc. and Winterstone Group, LLC dated May 16, 2022 10.44 (25) 8-K 10.3 07/27/2022 10.34 Confirming Agreement by and between SOBR Safe, Inc. and TraDigital Marketing Group, LLC dated May 16, 2022 8-K 10.4 07/27/2022 10.35 Form of Inducement Letter between SOBR Safe, Inc. and the Holder, dated June 4, 2024 8-K 10.1 06/04/2024 10.36 Form of New Warrant 8-K 10.2 06/04/2024 21.1 (27) List of Subsidiaries 10-K 21.1 04/01/2024 23.1 Consent of Independent Certified Registered Public Accounting Firm (MGO) 23.2 Consent of Independent Registered Public Accounting Firm 23.3 Consent of Lucosky Brookman LLP (Included in Exhibit 5.1) 101.INS Inline XBRL Instance Document (the instance document does not appear Power of Attorney (included in the Interactive Data File because its XBRL tags are embedded within the signature page of this Registration Statement) 97.1 Compensation Recovery Policy 10-K 97.1 04/01/2024 101.INS Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Linkbase Document.

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101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

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Incorporated by reference from our Registration Statement on Form SB-2, filed with the Commission on January 31, 2008 (2) Incorporated by reference from our Registration Statement on Form S-1, filed with the Commission on November 6, 2012 (3) Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Commission on February 6, 2019 (4) Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on May 14, 2019.

Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on September 10, 2019.

Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on November 19, 2019 (7) Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on December 23, 2019 (8) Incorporated by reference from our Annual Report on Form 10-K, filed with the Commission on April 17, 2020 (9) Incorporated by reference from our Quarterly Report on Form 10-Q for the period ended June 30, 2020, filed with the Commission on May 26, 2020 (10) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on June 11, 2020 (11) Incorporated by reference from our Annual Report on Form 10-K for the period ended December 31, 2020, filed with the Commission on June 30, 2021 (12) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on October 1, 2021 (13) Incorporated by reference from Amendment No. 1 to our Registration Statement on Form S-1 filed with the Commission on December 1, 2021 (14) Incorporated by reference from Amendment No. 3 to our Registration Statement on Form S-1 filed with the Commission on December 20, 2021.

Incorporated by reference from Amendment No. 4 to our Registration Statement on Form S-1 filed with the Commission on January 19, 2022.

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on January 19, 2022.

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on May 19, 2022.

Incorporated by reference from our Amendment No. 1 to our Registration Statement on Form S-1 filed with the Commission on March 17, 2022 (19) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on April 1, 2022 (20) Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on October 3, 2022 (21) Incorporated by reference from our Registration Statement on Form S-1 file with the Commission on September 16, 2022.

Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on February 3, 2023 (23) Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on March 13, 2023 (24) Incorporated by reference from our Form S-1 filed with the Commission on October 14, 2022 (25) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on July 27, 2022 (26) Incorporated by reference from our Amendment to Current Report on Form 8-K/A filed with the Commission on October 14, 2022.

Incorporated by reference from our Annual Report on Form 10-K filed with the Commission on March 31, 2023.

Indicates a management contract or compensatory plan or arrangement.

To be filed by amendment

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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Dated: April 13, 2023

A. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

B. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of Regulation S-K) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on this 13th 23 rd day of April, 2023. August, 2024.

Dated: August 23, 2024

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Dated: April 13, 2023

Dated: August 23, 2024

/s/ Christopher Whitaker

Christopher Whitaker

Chief Financial Officer, Principal Financial Officer

Principal Financial Officer, and Treasurer

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Gandini and Christopher Whitaker, and each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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Dated: April 13, 2023

Dated: April 13, 2023

Dated: April 13, 2023

Dated: August 23, 2024

David Gandini, Chairman of the Board of Directors, Secretary and

David Gandini, Chief Executive Officer,

Principal Executive Officer Director and Secretary

Dated: August 23, 2024

Dated: August 23, 2024

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Dated: April 13, 2023

Dated: August 23, 2024

1 unchanged paragraph

Dated: April 13, 2023

Dated: August 23, 2024

1 unchanged paragraph

Dated: April 13, 2023

Dated: August 23, 2024

/s/ Christopher Whitaker

Jerry Wenzel, Christopher Whitaker, Chief Financial Officer,

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