SOBR Safe (SOBR) Registration filing summary

Company overview and business model

• SOBRsafe hardware and software historically tracked alcohol and verified identity; SOBRcheck was touch-based, while SOBRsure was a wearable with alcohol and GPS tracking. Applications included behavioral health, workplace safety, fleet use and consumer accountability.

• On July 31, 2026, operations in alcohol-monitoring hardware and software were discontinued, including manufacturing, sales and software support; as of the filing, nominal operations and minimal cash assets made the business a shell company.

• The July 2026 merger agreement with Clean World Ventures was terminated on September 17, 2026; there are no present agreements or plans for a merger or acquisition, though future strategic options may be considered.

Financial performance and metrics

• Significant operating losses have accumulated since inception and are expected to continue for the foreseeable future; future viability depends on access to capital or a completed merger.

• Net operating losses since 2012 were estimated at $58.6 million and fully reserved on the December 31, 2025 balance sheet, with no expectation of utilization or near-term net income.

• July 2026 warrant inducement exercises generated approximately $3.1 million gross proceeds before placement-agent fees and expenses; net proceeds were designated for working capital and general corporate purposes.

• The 2025 and 2024 audited financial statements include an auditor's explanatory paragraph regarding going-concern ability.

Use of proceeds and capital allocation

• No proceeds arise from selling securityholders' share resales; cash proceeds may result if warrants are exercised for cash rather than cashlessly.

• Net proceeds from the July 2026 warrant inducement were intended for working capital and general corporate purposes; discontinuing legacy operations was intended to preserve cash.

• Registration expenses are paid by the issuer; estimated issuance and distribution expenses total $53,395, while selling holders bear their sale commissions and discounts.