SOBR Safe Safe, Inc.: Securities offering (amended)

Cover page 3 changes

As filed with the Securities and Exchange Commission on October 16, November 5, 2026

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Subject to Completion, Dated October 16, November 5, 2026

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Our Common Stock is subject to quotation on the OTC Markets OTCID tier under the symbol "SOBR." On October 15, November 4, 2026, the last reported sales price for our Common Stock was $0.085 $0.043 per share. The shares of our Common Stock may be offered and sold by the selling stockholders at a fixed price of $0.085 $0.043 per share until our Common Stock is quoted on the OTCQB, and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. Although we intend to pursue application for admission to the OTCQB, we cannot assure you that our Common Stock will, in fact, be quoted on the OTCQB tier.

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Prospectus summary 2 changes

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As of October 15, November 4, 2026, there are a total of two full-time employees, being Company officers Chairman/Chief Executive Officer/Secretary, David Gandini, and Chief Financial Officer/Treasurer, Christopher Whitaker.

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On September 25, 2026, the Company filed a Current Report on Form 8-K announcing that because of the termination of the Company's business activities, and the reduction in workforce, along with the significant reduction in Company assets as reflected in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed on August 14, 2026, management and the Board determined that the Company meets the definition of a "shell company" under Rule 12b-2 of the Securities Exchange Act. of 1934.

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Summary of the Offering 2 changes

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5,387,210 shares of Common Stock as of October 15, November 4, 2026.

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The shares of Common Stock outstanding after this offering is based on 5,387,210 shares outstanding as of October 15, November 4, 2026. The number excludes:

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Risk factors 6 changes

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Because our Common Stock was delisted from Nasdaq, it may become is subject to the penny stock rules, which, would make absent an exemption, makes it more difficult to trade our shares.

The SEC has adopted regulations which define a "penny stock" to be any equity security that has a market price (as therein defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Unless exempt, the rules require the delivery, prior to any transaction involving a penny stock by a retail customer, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about commissions payable to both the broker/dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. If, following this offering, As long as the market price for shares of our Common Stock falls is below $5.00, and we do not satisfy any of the exceptions exemptions to the SEC's definition of penny stock, our Common Stock will be classified as a penny stock If such should occur, and as a result of the penny stock restrictions, brokers or potential investors may be reluctant to trade in our securities, which may result in less liquidity for our securities.

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The shares may be sold under this prospectus only at a fixed price of $0.085 $0. 043 per share, which may be higher than the prevailing market price of our Common Stock.

Our Common Stock is quoted on the OTCID, which is not an established trading market for purposes of Item 501(b)(3) of Regulation S-K. As a result, the shares may be sold under this prospectus only at a fixed price of $0.085 $0.043 per share until our Common Stock is quoted on the OTCQB tier of OTC Markets or another established trading market. If the market price of our Common Stock is below the fixed price, a purchaser at the fixed price would pay more than the price at which our Common Stock is then quoted. Trading in our Common Stock has been limited and sporadic; on October 15, November 4, 2026, the last reported sale price was $0.085 $0.043 per share.

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SOBR's Certificate of Incorporation designates bylaws designate the Court of Chancery of the State of Delaware as the exclusive forum for certain actions, which may limit SOBR's stockholders' ability to obtain a favorable judicial forum for disputes with SOBR or SOBR's directors, officers or employees.

SOBR's Certificate of Incorporation provides bylaws provide that, unless SOBR consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain actions and proceedings, including derivative actions brought on SOBR's behalf, actions asserting claims for breach of fiduciary duty by any of SOBR's directors, officers or other employees, actions arising under the Delaware General Corporation Law or SOBR's certificate of incorporation or bylaws, and actions governed by the internal affairs doctrine. This provision may limit a stockholder's ability to bring a claim in a judicial forum that such stockholder finds favorable for disputes with SOBR or SOBR's directors, officers or other employees, which may discourage lawsuits against SOBR and such persons. In addition, requiring claims to be brought exclusively in Delaware may result in increased costs for stockholders to bring a claim, including travel, counsel and other litigation-related expenses, particularly for stockholders located outside Delaware. There is also uncertainty as to whether a court would enforce this exclusive forum provision in all circumstances. If a court were to find the exclusive forum provision inapplicable or unenforceable in an action, SOBR may incur additional costs associated with resolving the dispute in another jurisdiction, and the outcome of such action may be less predictable, which could adversely affect SOBR's business, financial condition and results of operations.

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Use of proceeds 1 change

This Prospectus relates to shares of our Common Stock owned by the selling securityholders and the shares of Common Stock that may be acquired by the selling securityholders due to the exercise of their Warrants. We will not receive any proceeds from the sale of shares of Common Stock in this offering. We have agreed to pay all costs, expenses, and fees relating to the registration of the securities covered by this prospectus. The selling securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of our Common Stock. We may receive proceeds from any cash exercise of the Warrants to the extent they are not exercised on a cashless basis. See the section entitled "Plan of Distribution" of this prospectus for additional information . The shares of Common Stock covered by this prospectus may be offered and sold by the selling stockholders at the fixed price of $0.085 $0.043 per share until our Common Stock is quoted on the OTCQB, and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market or as otherwise described in "Plan of Distribution". Although we intend to pursue application for admission to the OTCQB, we cannot assure you that our Common Stock will, in fact, be quoted on the OTCQB tier and no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority ("FINRA") to enable our shares to trade.

Market Price of Our Common Stock and Dividend Information 3 changes

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On October 15, November 4, 2026, the closing sale price of our Common Stock was $0.085 $0.043 per share.

As of October 15, November 4, 2026, there were approximately 146 holders of record of our Common Stock. Such numbers do not include beneficial owners holding our securities through nominee names.

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The selling securityholders will offer and sell the shares covered by this prospectus at a fixed price of $0.085 $0.043 per share for the duration of this offering, until such time as our Common Stock is quoted on the OTCQB tier of OTC Markets or another established trading market, at which time the shares may be sold at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. We determined the fixed price by reference to the last reported sale price of our Common Stock on the OTCID tier of the OTC Markets on October 15, November 4, 2026, which was $0.085 $0.043 per share. We are not selling any shares, and the price was not determined in negotiations with any underwriter. The fixed price bears no relationship to our assets, book value, earnings or any other customary investment criteria and should not be considered an indication of the actual value of our Common Stock.

Principal stockholders 1 change

The following table sets forth, as of October 15, November 4, 2026, certain information with respect to our equity securities owned of record or beneficially by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company's outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

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Selling Securityholders 4 changes

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The second column lists the number of shares of Common Stock beneficially owned by each selling securityholder, based on its ownership of the shares of Common Stock and warrants, as of October 15, November 4, 2026, assuming exercise of the Warrants held by the selling securityholders on that date, without regard to any limitations on exercises.

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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 Master Fund Ltd. (1) 1,720,432 1,720,432 - Intracoastal Capital LLC (2) 1,934,942 1,685,497 1,680,432 254,510 - Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (3) 1,320,432 1,320,432 - Augustus Trading LLC (4) 175,589 113,533 62,056 Noam Rubinstein (5) 86,254 55,770 30,484 Wilson Drive Holdings LLC (6) 9,241 5,975 3,266 Charles Worthman (5) 2,739 1,771 (1) Includes (i) 860,216 shares issuable upon exercise of the Series E Warrants; and (ii) 860,216 shares issuable upon the exercise of the Series F Warrants. 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.

Includes (i) 254,445 shares; (ii) warrants to purchase 65 shares; (iii) (ii) 860,216 shares issuable upon exercise of the Series E Warrants; and (iv) (iii) 820,216 shares issuable upon the exercise of the Series F Warrants. Mitchell P. Kopin and Daniel B. Asher, each of whom are managers of Intracoastal Capital LLC ("Intracoastal"), have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act) of 1934, as amended) of the securities reported herein that are held by Intracoastal. The address for Intracoastal is 245 Palm Trail, Delray Beach, FL 33483.

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Consists of shares of Common Stock issuable upon exercise of placement agent warrants which have been issued as compensation in connection with the private placement transaction we consummated in December 2025 and the warrant inducement transaction. Orsium Capital LLC, the authorized agent to Augustus Trading LLC, has discretionary authority to vote and dispose of the securities held by Augustus Trading LLC and may be deemed to be the beneficial owner (as determined under Section 13(d) of the Securities Exchange Act) of 1934, as amended) of these securities. Olivier Morali, in his capacity as managing member of Orsium Capital LLC, may also be deemed to have investment discretion and voting power over the shares held by Augustus Trading LLC. Orsium Capital LLC and Mr. Morali each disclaims any beneficial ownership of these securities. The business address of Augustus Trading LLC is 600 Lexington Avenue, 32nd floor, New York, NY 10022.

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Plan of distribution 4 changes

The selling shareholders may sell all or a portion of the shares held by them and offered hereby from time to time directly or through one or more broker-dealers or agents. If the shares are sold through broker-dealers or agents, the selling shareholders will be responsible for commissions. The shares will be offered and sold at a fixed price of $2.10 $0.043 per share for the duration of this offering, until such time as our Common Stock is listed on a national securities exchange or quoted on the OTCQX or OTCQB tier of OTC Markets or another established trading market, at which time the shares may be sold at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For so long as the fixed price applies, the selling shareholders and any broker-dealer or agent acting on their behalf will sell the shares only at that fixed price. These sales may be effected pursuant to one or more of the following methods:

Each selling securityholder of the securities and any of their respective transferees, pledgees, assignees, donees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby directly or through one or more broker-dealers or agents. If the shares are sold through broker-dealers or agents, the selling securityholder will be responsible for commissions. The shares will be offered and sold at a fixed price of $0.085 $0.043 per share for the duration of this offering, until such time as our Common Stock is quoted on the OTCQB tier of OTC Markets or another established trading market, at which time the shares may be sold at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For so long as the fixed price applies, the selling securityholders and any broker-dealer or agent acting on their behalf will sell the shares only at that fixed price. These sales may be effected pursuant to one or more of the following methods:

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The selling securityholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), if available, rather than under this prospectus.

Because the Company is considered a "shell" company pursuant to Rule 405 of the Securities Act, the selling securityholders may not rely upon Rule 144 to resell their securities and must instead rely on another exemption from registration under the Securities Act such as Rule 4(a)(1) or any other exemption from registration under the Securities Act if available, rather than under this prospectus.

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Description of the securities 4 changes

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As of October 15, November 4, 2026, the Company had 5,387,227 shares of common stock issued and 5,387,210 shares of common stock outstanding, and no shares of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, or Series B Convertible Preferred Stock issued and outstanding.

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Because our Common Stock was delisted from Nasdaq, it is subject to the penny stock rules, which, absent an exemption, makes it more difficult to trade our shares. Please see our Risk Factor at page 16 which describes how our shares of Common Stock are affected by the penny stock restrictions, and that brokers or potential investors may be reluctant to trade in our shares of Common Stock, which may result in less liquidity for our Common Stock.

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Our bylaws also provide that, unless we consent in writing to an alternative forum, the federal and state courts of the State of Delaware will be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or employees to us or our stockholders; (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law; or (iv) any action asserting a claim that is governed by the internal affairs doctrine, in each case subject the court having personal jurisdiction over the indispensable parties named as defendants therein. This exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. This forum selection provision may limit our stockholders' ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents even though an action, if successful, might benefit our stockholders.

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We 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 pursuant to any available exemption from registration under the Securities Act. or any other Because this Company is a shell company pursuant to Rule 405 of similar effect. the Securities Act, the selling securityholders may not rely upon Rule 144 to resell their securities. 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.

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Where You Can Find More 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 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 .

Indemnification of directors and officers 1 change

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Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

Recent sales of unregistered securities 6 changes

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On March 4, 2024, the Company entered into inducement offer letter agreements (the "Inducement Letters") with each holder of notes issued in the 2023 Debt Offering. Pursuant to the Inducement Letters, the holders agreed to convert some or all of the notes at a reduced conversion price equal to $682.00 per share (such reduced conversion price, the "Notes Conversion Price"). Simultaneously with the execution of the Inducement Letters, the Company received conversion notices from such holders for the conversion of approximately $804,000 aggregate principal amount of the applicable notes, representing approximately 25% of the aggregate principal amount of the applicable notes. In connection with such conversion, the Notes Conversion Price was permanently reduced to $682.00. 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 March, May, and June of 2024, noteholders elected to convert an aggregate total of $3,556,234 pertaining to the 2023 Debt Offering into 5,215 shares of the Company's common stock at $682 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.

On October 7, 2024, we entered into a private placement transaction (the "2024 PIPE Financing"), pursuant to a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors (the "Purchasers") for aggregate gross proceeds of $8.2 million, before deducting fees to the placement agent and other expenses payable by us. Aegis Capital Corp., acted as the exclusive placement agent for the 2024 PIPE Financing, which closed on October 9, 2024. As part of the Private Placement, we issued an aggregate of 202,470 units (the "Units") at a purchase price of $40.50 per unit, each Unit consisting of (i) one share of common stock or one pre-funded warrant (the "Pre-Funded Warrant") in lieu thereof, (ii) two Series A Warrants, each to purchase one share of common stock at an exercise price of $38 per share (each a "Series A Warrant"), and (iii) one Series B Warrant to purchase such number of shares of common stock as will be determined on the Reset Date (each a "Series B Warrant"). Upon closing of the Private Placement, the Company issued 41,469 common shares and 161,000 pre-funded warrants. 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. The common stock underlying the Units were registered with the SEC on form S-1 and the S-1 declared effective on December 13, 2024.

The Company issued 105 shares of common stock for RSUs vested during 2024. 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.

The Company issued 872,874 shares of common stock upon exercise of warrants during 2024 related to the 2024 PIPE Financing. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. of 1933. The investors are accredited, familiar with our operations, and there was no general solicitation or advertising.

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During the nine months ended September 30, 2025, the Company received exercise notices from various institutional investors at a weighted average exercise price of approximately $8.39. In exchange for the issuance of 579,219 shares of common stock, the Company received net proceeds of $3,680,411. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. of 1933. The investors are accredited, familiar with our operations, and there was no general solicitation or advertising.

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Undertakings 1 change

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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has 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 the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant 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, the registrant will, unless in the opinion of its 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.