Form 8-K - Current report

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): July 22, 2024

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)

(IRS 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)

(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)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

SOBR Safe, Inc. (the “Company”) convened its 2024 Special Stockholder Meeting (the “Special Meeting”) virtually on Monday, July 22, 2024 at 1:00 p.m. Mountain Time via webcast at www.virtualshareholdermeeting.com/SOBR2024SM. A quorum was present for the Special Meeting.

Two proposals were described in the Proxy Statement as filed with the Securities and Exchange Commission on June 24, 2024. As of the record date, June 18, 2024, a total of 30,133,154 shares of common stock of the Company were issued and a total of 30,120,825 shares of common stock were outstanding and entitled to vote. The holders of record of 11,381,588 shares of common stock were present or represented by proxy at said meeting for a total of 11,381,588 votes represented at the meeting. Such amount represented 37.78% of the total shares outstanding and entitled to vote at the Special Meeting.

At the Special Meeting, the stockholders approved Proposal 1, which was the only proposal submitted to a vote. The final votes on this proposal were cast as set forth below:

1.

Proposal No. 1 – Issuance of Shares upon Conversion of a Common Stock Purchase Warrant. The stockholders approved, for purposes of complying with applicable Nasdaq rules and upon exercise of that certain Common Stock Purchase Warrant dated June 4, 2024, the issuance of up to 20,638,326 shares of common stock of the Company.

Shares FOR

Shares

AGAINST

ABSTAIN

10,708,377

639,907

33,304

Proposal 2, the approval of the adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve Proposal 1 or establish a quorum, was not presented to the stockholders at the meeting, as a quorum had been established and preliminary voting results indicated that Proposal 1 was approved.

2

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 26, 2024	By:	/s/ David Gandini
		David Gandini, Chief Executive Officer

3

Cover	Jul. 22, 2024
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	Jul. 22, 2024
Entity File Number	000-53316
Entity Incorporation State Country Code	DE
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
City Area Code	844
Local Phone Number	762-7723
Security 12b Title	Common Stock
Trading Symbol	SOBR
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false