Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
Pursuant to the convertible note agreement (the "Note Agreement"), the Notes
have an original issue discount of 15%. The Notes will mature on
Pursuant to the common stock purchase warrant (the "Warrant Agreement"), the
Warrants are immediately exercisable upon the date of issuance and have an
initial exercise price of
The descriptions of the Agreement, the Registration Rights Agreement, Note Agreement and the Warrant Agreement are set forth in this report and are qualified in their entirety by reference to the full text of those documents, which are attached hereto as Exhibit 10.1,10.2, 10.3 and 10.4 respectively.
Item 3.02. Unregistered Sales of
We issued and sold the Notes and the Warrants and any shares of common stock issuable upon exercise of the Warrants in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") by virtue of Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. In connection with the Purchasers' execution of the Agreement, the Purchasers represented to us that they are each an "accredited investor" as defined in Regulation D of the Securities Act and that the securities to be purchased by them will be acquired solely for their own account and not with a view to or for distributing or reselling such securities or any part thereof in violation of the Securities Act or any applicable state securities law.
Item 7.01. Regulation FD Disclosure.
On
The disclosure in Item 7.01 of this Current Report on Form 8-K and the press
release attached hereto as Exhibit 99.1 are being furnished to the
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits 10.1 Securities Purchase Agreement by and betweenSOBR Safe, Inc. and Purchasers datedMarch 7, 2023 10.2 Registration Rights Agreement by and betweenSOBR Safe, Inc. and Purchasers datedMarch 7, 2023 10.3 Form of Note Agreement by and betweenSOBR Safe, Inc. and Purchasers datedMarch 9, 2023 10.4 Form of Warrant Agreement by and betweenSOBR Safe, Inc. and Purchasers datedMarch 9, 2023 99.1 Press Release ofSOBR Safe, Inc. datedMarch 9, 2023 104 Cover Page Interactive Data File (formatted as Inline XBRL) 3
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