8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2022

SOBR SAFE, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-53316	26-0731818
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6400 S. Fiddlers Green Circle, Suite 1400

Greenwood Village, Colorado 80111

 (Address of principal executive offices)  (zip code)

(844) 762-7723

(Registrant’s telephone number, including area code) 

  6400 S. Fiddlers Green Circle, Suite 525

Greenwood Village, Colorado 80111

(Former name or former address, if changed since last report.) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	SOBR	The Nasdaq Stock Market LLC (Nasdaq Capital Market)

SECTION 1 – Registrant’s Business and Operations

Item 1.01       Entry into a Material Definitive Agreement

Winterstone Agreement

On January 21, 2022, SOBR Safe, Inc. (the “Company”), entered into a Consulting Agreement (the “Consulting Agreement”) with Winterstone Group, LLC (“Winterstone”), under which Winterstone will provide advice to the Company to help facilitate introductions to new product sources as well as other business development opportunities, with the services to begin immediately, but the compensation only to be paid after the Company’s common stock was listed on Nasdaq based upon a variety of factors.  On May 16, 2022, the Company’s common stock starting trading on Nasdaq and the Company and Winterstone entered into a Confirming Agreement to confirm the consideration to be paid by the Company to Winterstone.  As a result, the Company paid Winterstone $100,000 and on June 24, 2022 issued Winterstone 300,000 shares of the Company’s common stock.

TraDigital Agreement

On January 18, 2022, SOBR Safe, Inc. (the “Company”), entered into a Services Agreement (the “Services Agreement”) with TraDigital Marketing Group, LLC (“TraDigital”), under which TraDigital will provide digital investor awareness to the Company, with the services to begin immediately, but the compensation only to be paid after the Company’s common stock was listed on Nasdaq based upon a variety of factors.  On May 16, 2022, the Company’s common stock starting trading on Nasdaq and the Company and TraDigital entered into a Confirming Agreement to confirm the consideration to be paid by the Company to TraDigital.  As a result, the Company paid Winterstone $300,000 and on June 29, 2022 issued TraDigital 500,000 shares of the Company’s common stock.

The foregoing description of the Consulting Agreement, Services Agreement, and the Confirming Agreements are not complete and are qualified in their entirety by references to the full text of the Consulting Agreement, Services Agreement, and the Confirming Agreements, which are filed as exhibits 10.1, 10.2, 10.3, and 10.4, respectively, to this report and are incorporated by reference herein.

SECTION 3 – Securities and Trading Markets

Item 3.02        Unregistered Sales of Equity Securities.

As noted herein, on June 24, 2022, we issued Winterstone 300,000 shares of our common stock, restricted in accordance with Rule 144.  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.

As noted herein, on June 29, 2022, we issued TraDigital 500,000 shares of our common stock, restricted in accordance with Rule 144.  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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SECTION 9 – Financial Statements and Exhibits

Item 9.01        Financial Statements and Exhibits

(c)        Exhibits

10.1	Consulting Agreement by and between SOBR Safe, Inc. and Winterstone Group, LLC dated January 21, 2022
10.2	Services Agreement by and between SOBR Safe, Inc. and TraDigital Marketing Group, LLC dated January 18, 2022
10.3	Confirming Agreement by and between SOBR Safe, Inc. and Winterstone Group, LLC dated May 16, 2022
10.4	Confirming Agreement by and between SOBR Safe, Inc. and TraDigital Marketing Group, LLC dated May 16, 2022
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SOBR Safe, Inc.
	a Delaware corporation
Dated: July 14, 2022		/s/ David Gandini
	By:	David Gandini
	Its:	Chief Executive Officer

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EX-10.1

EXHIBIT 10.1

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EX-10.2

EXHIBIT 10.2

 

 

 

 

 

EX-10.3

EXHIBIT 10.3

CONFIRMING AGREEMENT TO THE

CONSULTING AGREEMENT BETWEEN

SOBR SAFE, INC. AND WINTERSTONE GROUP LLC

This CONFIRMING AGREEMENT to Consulting Agreement (this “Confirming Agreement”) is made and entered into as of May 16, 2022, by and between SOBR Safe, Inc., a Delaware corporation (the “Company”), and Winterstone Group, LLC, a Wyoming limited liability company (“Winterstone”).  Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Consulting Agreement (as defined below).

Recitals

WHEREAS, Company and Winterstone are parties to that certain Consulting Agreement dated January 21, 2022 (the “Consulting Agreement”), relating to Winterstone providing advice to the Company to help facilitate introductions to new product sources as well as other business development opportunities; 

             WHEREAS, the Company desires to confirm that certain portions of Section 2 of the Consulting Agreement  are unclear or ambiguou, namely that (i) the term “post split” referenced in Section 2 of the Consulting Agreement refers to a proposed reverse split of the Company’s Common Stock planned to occur in anticipation of an uplist of the Company’s Common Stock from the OTC to NASDAQ; (ii) the 98,000 shares of Common Stock referenced in Section 2 are to be adjusted such that, immediately after the proposed  reverse split, if ever, the total number of shares of Common Stock to be delivered to Consultant  will have the same aggregate value projected  as on January 21, 2022, namely $360,000 indexed by the closing price of the stock on the day of uplist, if an uplist should occur; (iii) the shares of Common Stock to be delivered to Consultant under the Consulting Agreement were fully earned by Consultant as of the date of the Consulting Agreement (namely, January 21, 2021); and (iv) the shares of Common Stock to be delivered to Consultant are to be delivered following the proposed reverse split and up list, if an uplist should occur.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to the Consulting Agreement hereby desire to confirm the following clarifications with respect to the Consulting Agreement as follows:

1.  Confirmation of Clarifications.  The Company desires to confirm that certain portions of Section 2 of the Consulting Agreement  are unclear or ambiguous, namely that (i) the term “post split” referenced in Section 2 of the Consulting Agreement refers to a proposed reverse split of the Company’s Common Stock planned to occur in anticipation of an uplist of the Company’s Common Stock from the OTC to NASDAQ;  (ii) the 98,000 shares of Common Stock referenced in Section 2 are to be adjusted such that, immediately after the proposed  reverse split, if ever, the total number of shares of Common Stock to be delivered to Consultant will have the same aggregate value projected  as on January 21, 2022, namely $360,000 indexed by the closing price of the stock on the day of uplist, if an uplist should occur; (iii) the shares of Common Stock to be delivered to Consultant under the Consulting Agreement were fully earned by Consultant as of the date of the Consulting Agreement (namely, January 21, 2021); and (iv) the shares of Common Stock to be delivered to Consultant are to be delivered following the proposed reverse split and up list, if an uplist should occur.

2.  Scope.  The foregoing confirmations relate only to the specific matters expressly covered herein. 

3.  Counterparts.  This Confirming Agreement may be executed in one or more counterparts, each of which when executed shall be deemed an original, but all of which taken together shall constitute one and the same instrument.  A signed copy of this Clarification Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Clarification Agreement.  No party shall raise the use of facsimile, e-mail or other means of electronic transmission or similar format to deliver a signature page as a defense to the formation of a contract and each such party forever waives any such defense.

4.  Applicable Law.  This Clarification Agreement shall be construed in accordance with, the laws of the State of Colorado, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 

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                IN WITNESS WHEREOF, the parties have executed and delivered this Amendment to the Consulting Agreement as of the date first written above.

Company	Consultant
SOBR Safe, Inc.	Winterstone group LLC
By: __________________________________________	By: ___________________________________________
Name: David Gandini	Name: Curtis Bernhardt
Title: CEO	Title: Manager

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EX-10.4

EXHIBIT 10.4

CONFIRMING AGREEMENT TO THE

SERVICES AGREEMENT BETWEEN

SOBR SAFE, INC. AND TRADIGITAL MARKETING GROUP

This CONFIRMING AGREEMENT to Services Agreement (this “Confirming Agreement”) is made and entered into as of May 16, 2022, by and between SOBR Safe, Inc., a Delaware corporation (the “Company”), and TraDigital Marketing Group, LLC, a Delaware limited liability company (“TraDigital”).  Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Services Agreement (as defined below).

Recitals

WHEREAS, Company and TraDigital are parties to that certain Services Agreement dated January 18, 2022 (the “Services Agreement”), relating to TraDigital providing digital investor awareness;

WHEREAS, the Company desires to confirm that certain portions of Section 1 and Section 2(f) of the Services Agreement  are unclear or ambiguous, namely that (i) the Term under Section 1 was to extend for seven (7) months after the Company uplisted to Nasdaq; (ii) the term “post reverse shares” referenced in Section 2(f) of the Services Agreement refers to a proposed reverse split of the Company’s Common Stock planned to occur in anticipation of an uplist of the Company’s Common Stock from the OTC to NASDAQ; (iii) the 175,000 shares of Common Stock referenced in Section 2(f) are to be adjusted such that, immediately after the proposed  reverse split, if ever, the total number of shares of Common Stock to be delivered to Consultant  will have the same aggregate value projected  as on January 18, 2022, namely $475,000 indexed by the closing price of the stock on the day of uplist, if an uplist should occur; (iii) the shares of Common Stock to be delivered to Consultant under the Services Agreement were fully earned by Consultant as of the date of the Services Agreement (namely, January 18, 2022); and (iv) the shares of Common Stock to be delivered to Consultant are to be delivered following the proposed reverse split and up list, if an uplist should occur.

WHEREAS, due to the terms of the Company’s underwritten public offering, TraDigital agrees that Section 5 (Registration Rights) and Section 6 (Anti-Dilution) of the Services Agreement are deleted and unenforceable.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to the Services Agreement hereby desire to confirm the following clarifications with respect to the Services Agreement as follows:

1.  Confirmation of Clarifications.  The Company desires to confirm that certain portions of Section 1 and Section 2(f) of the Services Agreement are unclear or ambiguous, namely that (i) the Term under Section 1 was to extend for seven (7) months after the Company uplisted to Nasdaq; (ii) the term “post reverse shares” referenced in Section 2(f) of the Services Agreement refers to a proposed reverse split of the Company’s Common Stock planned to occur in anticipation of an uplist of the Company’s Common Stock from the OTC to NASDAQ; (iii) the 175,000 shares of Common Stock referenced in Section 2(f) are to be adjusted such that, immediately after the proposed  reverse split, if ever, the total number of shares of Common Stock to be delivered to Consultant  will have the same aggregate value projected  as on January 18, 2022, namely $475,000 indexed by the closing price of the stock on the day of uplist, if an uplist should occur; (iii) the shares of Common Stock to be delivered to Consultant under the Services Agreement were fully earned by Consultant as of the date of the Services Agreement (namely, January 18, 2022); and (iv) the shares of Common Stock to be delivered to Consultant are to be delivered following the proposed reverse split and up list, if an uplist should occur.

2.  Deletion of Sections.  Due to the terms of the Company’s underwritten public offering, TraDigital agrees that Section 5 (Registration Rights) and Section 6 (Anti-Dilution) of the Services Agreement are deleted and unenforceable.

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3.  Scope.  The foregoing confirmations relate only to the specific matters expressly covered herein. 

4.  Counterparts.  This Confirming Agreement may be executed in one or more counterparts, each of which when executed shall be deemed an original, but all of which taken together shall constitute one and the same instrument.  A signed copy of this Clarification Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Clarification Agreement.  No party shall raise the use of facsimile, e-mail or other means of electronic transmission or similar format to deliver a signature page as a defense to the formation of a contract and each such party forever waives any such defense.

5.  Applicable Law.  This Clarification Agreement shall be construed in accordance with, the laws of the State of Colorado, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment to the Services Agreement as of the date first written above.

Company	Consultant
SOBR Safe, Inc.	TraDigital Marketing Group, LLC
By: ___________________________________________	By: _______________________________________
Name: David Gandini	Name: Sarah Davis
Title: CEO	Title: Managing Member

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XML

Cover	Jun. 29, 2022
Cover [Abstract]
Entity Registrant Name	SOBR SAFE, INC.
Entity Central Index Key	0001425627
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jun. 29, 2022
Entity Incorporation State Country Code	DE
Entity File Number	000-53316
Entity Tax Identification Number	26-0731818
Entity Address Address Line 1	6400 S. Fiddlers Green Circle
Entity Address Address Line 2	Suite 1400
Entity Address City Or Town	Greenwood Village
Entity Address State Or Province	CO
Entity Address Postal Zip Code	80111
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock
Trading Symbol	SOBR
Security Exchange Name	NASDAQ
City Area Code	844
Local Phone Number	762-7723