What changed in SOBR Safe, Inc.'s 10-K — 2023 vs 2024
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Paragraph-level year-over-year comparison of SOBR Safe, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.
+390 added−324 removedSource: 10-K (2025-04-15) vs 10-K (2024-04-01)
Top changes in SOBR Safe, Inc.'s 2024 10-K
390 paragraphs added · 324 removed · 214 edited across 1 sections
- Item 1A. Risk Factors+390 / −324 · 214 edited
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
214 edited+176 added−110 removed90 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
214 edited+176 added−110 removed90 unchanged
2023 filing
2024 filing
Biggest changeS-1 3.2 11/06/2012 3.3 Certificate of Amendment to Certificate of Incorporation filed with the State of Delaware on May 25, 2017 10-K 3.3 02/06/2019 3.4 Amended and Restated Bylaws of SOBR Safe, Inc. 8-K 3.1 11/19/2019 3.5 Certificate of Amendment to Certificate of Incorporation of TransBiotec, Inc. changing name to SOBR Safe, Inc., effecting 1-for-33.26 reverse stock split and decreasing authorized common stock to 100M shares 8-K 3.1 06/11/2020 4.1 Form of Representative’s Warrant between SOBR Safe, Inc. and Aegis Capital Corp. 8-K 4.1 05/19/2022 4.2 Warrant Agency Agreement between SOBR Safe, Inc. and Equiniti Trust Company dated May 17, 2022 8-K 4.2 05/19/2022 4.3 Form of Unit Warrant, issued May 18, 2022 8-K 4.3 05/19/2022 10.1 TransBiotec, Inc. 2019 Equity Incentive Plan 8-K 10.1 11/19/2019 10.2* Employment Agreement with David Gandini dated October 25, 2019 8-K 10.3 11/19/2019 10.3 Amendment No. 1 to Asset Purchase Agreement dated March 23, 2020 by and between IDTEC, LLC and TransBiotec, Inc. 10-Q 10.12 05/26/2020 10.4 Form of Convertible Promissory Note Issued to IDTEC, LLC at Close of Asset Purchase Transaction 8-K 10.3 06/11/2020 10.5 Waiver Under Asset Purchase Agreement and Post-Closing Covenant Agreement dated June 5, 2020 by and between IDTEC, LLC and TransBiotec, Inc. 8-K 10.4 06/11/2020 10.6 Warrant to Purchase Common Stock dated June 5, 2020 issued to IDTEC, LLC 8-K 10.5 06/11/2020 10.7* Advisory Agreement with Steven Beabout dated October 9, 2020 10-K 10.16 03/31/2021 10.8 18% Original Issue Discount Convertible Debenture issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd. dated September 27, 2021 8-K 10.1 10/01/2021 10.9 Warrant to Purchase Common Stock issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd. dated September 27, 2021 8-K 10.2 10/01/2021 10.10 Securities Purchase Agreement by and between SOBR Safe, Inc. and Armistice Capital Master Fund Ltd. dated September 27, 2021 8-K 10.3 10/01/2021 10.11 Registration Rights Agreement by and between SOBR Safe, Inc. and Armistice Capital Master Fund Ltd. dated September 27, 2021 8-K 10.4 10/01/2021 10.12 Form of” Secured Convertible Debenture issued by SOBR Safe, Inc. in $2M Regulation D Offering S-1/A 10.21 12/01/2021 10.13 Form of” Warrant issued by SOBR Safe, Inc. in Regulation D Offering S-1/A 10.22 12/01/2021 10.14* Executive Employment Agreement with Scott Bennett dated August 17, 2021 S-1/A 10.24 01/19/2022 50 Table of Contents 10.15* Executive Employment Agreement with Michael Watson dated October 11, 2021 S-1/A 10.25 01/19/2022 10.16* Executive Employment Agreement with Gerard Wenzel dated January 1, 2022 8-K 10.1 01/19/2022 10.17 Form of Share Exchange Agreement with David Gandini and Gary Graham for Series B Preferred Stock S-1/A 10.28 03/17/2022 10.18 Common Stock Purchase Warrant issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd dated March 30, 2022 S-1 10.30 09/16/2022 10.19 Waiver by and between SOBR Safe, Inc. and Armistice Capital Master Fund Ltd. dated March 30, 2022 8-K 10.1 04/01/2022 10.20 Securities Purchase Agreement by and between SOBR Safe, Inc. and Aegis Capital Corp. dated September 28, 2022 8-K 10.1 10/03/2022 10.21 Registration Rights Agreement by and between SOBR Safe, Inc. and Purchasers dated September 30, 2022. 8-K 10.2 10/03/2022 10.22 Form of Pre-Funded Warrant Agreement by and between SOBR Safe, Inc. and Purchasers dated September 30, 2022 8-K 10.3 10/03/2022 10.23 Form of Warrant Agreement by and between SOBR Safe, Inc. and Purchasers dated September 30, 2022 8-K/A 10.4 10/14/2022 10.24* Executive Employment Agreement with David Gandini dated January 30 th , 2023 8-K 10.1 02/03/2023 10.25 Purchase Agreement between SOBR Safe, Inc. and Purchasers dated March 7, 2023 8-K 10.1 03/13/2023 10.26 Registration Rights Agreement between SOBR Safe, Inc. and Purchasers dated March 7, 2023 8-K 10.2 03/13/2023 10.27 Form of Senior Convertible Note between SOBR Safe, Inc. and Holders dated March 9, 2023 8-K 10.3 03/13/2023 10.28 Common Stock Purchase Warrant between SOBR Safe, Inc. and Holders dated March 9, 2023 8-K 10.4 03/13/2023 10.29 Amended And Restated Common Stock Purchase Warrant dated September 30, 2022 issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd. amending the original warrant dated March 30, 2022 S-1 10.35 10/14/2022 10.30 Amended And Restated Common Stock Purchase Warrant dated September 30, 2022 issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd. amending the original warrant dated September 27, 2021 S-1 10.36 10/14/2022 10.31* Consulting Agreement by and between SOBR Safe, Inc. and Winterstone Group, LLC dated January 21, 2022 8-K 10.1 07/27/2022 10.32 Services Agreement by and between SOBR Safe, Inc. and TraDigital Marketing Group, LLC dated January 18, 2022 8-K 10.2 07/27/2022 10.33 Confirming Agreement by and between SOBR Safe, Inc. and Winterstone Group, LLC dated May 16, 2022 8-K 10.3 07/27/2022 10.34 Confirming Agreement by and between SOBR Safe, Inc. and TraDigital Marketing Group, LLC dated May 16, 2022 8-K 10.4 07/27/2022 21.1 List of Subsidiaries 10-K 21.1 03/31/2023 23.1 Consent of Independent Registered Public Accounting Firm X 23.2 Consent of Independent Registered Public Accounting Firm X 31.1 Principal Executive Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Biggest changeS-1 3.2 11/06/2012 3.3 Certificate of Amendment to Certificate of Incorporation filed with the State of Delaware on May 25, 2017 10-K 3.3 02/06/2019 3.4 Amended and Restated Bylaws of SOBR Safe, Inc. 8-K 3.1 11/19/2019 3.5 Certificate of Amendment to Certificate of Incorporation of TransBiotec, Inc. changing name to SOBR Safe, Inc., effecting 1-for-33.26 reverse stock split and decreasing authorized common stock to 100M shares 8-K 3.1 06/11/2020 3.6 Amendment to Amended and Restated Bylaws of SOBR Safe, Inc. dated April 6, 2023. 8-K 3.1 04/06/2023 3.7 Certificate of Amendment to Certificate of Incorporation of SOBR Safe, Inc. 8-K 3.1 10/01/2024 4.1 Form of Representative’s Warrant between SOBR Safe, Inc. and Aegis Capital Corp. 8-K 4.1 05/19/2022 4.2 Warrant Agency Agreement between SOBR Safe, Inc. and Equiniti Trust Company dated May 17, 2022 8-K 4.2 05/19/2022 4.3 Form of Unit Warrant, issued May 18, 2022 8-K 4.3 05/19/2022 4.4 Warrant to Purchase Common Stock dated June 5, 2020 issued to IDTEC, LLC 8-K 10.5 06/11/2020 4.5 Warrant to Purchase Common Stock issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd. dated September 27, 2021 8-K 10.2 10/01/2021 4.6 Form of Warrant issued by SOBR Safe, Inc. in Regulation D Offering S-1/A 10.22 12/01/2021 4.7 Common Stock Purchase Warrant issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd dated March 30, 2022 S-1 10.30 09/16/2022 4.8 Form of Senior Convertible Note between SOBR Safe, Inc. and Holders dated March 9, 2023 8-K 10.3 03/13/2023 4.9 Common Stock Purchase Warrant between SOBR Safe, Inc. and Holders dated March 9, 2023 8-K 10.4 03/13/2023 4.10 Amended And Restated Common Stock Purchase Warrant dated September 30, 2022 issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd. amending the original warrant dated March 30, 2022 S-1 10.35 10/14/2022 4.11 Amended And Restated Common Stock Purchase Warrant dated September 30, 2022 issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd. amending the original warrant dated September 27, 2021 S-1 10.36 10/14/2022 4.12 Form of New Warrant 8-K 10.2 06/04/2024 4.13 Form of Securities Purchase Agreement 8-K 10.1 10/10/2024 4.14 Form of Series A Warrant 8-K 10.2 10/10/2024 4.15 Form of Series B Warrant 8-K 10.3 10/10/2024 4.16 Form of Registration Rights Agreement 8-K 10.4 10/10/2024 4.17 Form of Prefunded Warrant 8-K 10.5 10/10/2024 4.18 Description of Securities X 10.1* TransBiotec, Inc. 2019 Equity Incentive Plan 8-K 10.1 11/19/2019 10.2* Employment Agreement with David Gandini dated October 25, 2019 8-K 10.3 11/19/2019 10.3 Amendment No. 1 to Asset Purchase Agreement dated March 23, 2020 by and between IDTEC, LLC and TransBiotec, Inc. 10-Q 10.12 05/26/2020 10.4 Form of Convertible Promissory Note Issued to IDTEC, LLC at Close of Asset Purchase Transaction 8-K 10.3 06/11/2020 10.5 Waiver Under Asset Purchase Agreement and Post-Closing Covenant Agreement dated June 5, 2020 by and between IDTEC, LLC and TransBiotec, Inc. 8-K 10.4 06/11/2020 10.6* Advisory Agreement with Steven Beabout dated October 9, 2020 10-K 10.16 03/31/2021 10.7 18% Original Issue Discount Convertible Debenture issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd. dated September 27, 2021 8-K 10.1 10/01/2021 10.8 Securities Purchase Agreement by and between SOBR Safe, Inc. and Armistice Capital Master Fund Ltd. dated September 27, 2021 8-K 10.3 10/01/2021 10.9 Registration Rights Agreement by and between SOBR Safe, Inc. and Armistice Capital Master Fund Ltd. dated September 27, 2021 8-K 10.4 10/01/2021 51 Table of Contents 10.10 Form of” Secured Convertible Debenture issued by SOBR Safe, Inc. in $2M Regulation D Offering S-1/A 10.21 12/01/2021 10.11* Executive Employment Agreement with Scott Bennett dated August 17, 2021 S-1/A 10.24 01/19/2022 10.12 Form of Share Exchange Agreement with David Gandini and Gary Graham for Series B Preferred Stock S-1/A 10.28 03/17/2022 10.13 Waiver by and between SOBR Safe, Inc. and Armistice Capital Master Fund Ltd. dated March 30, 2022 8-K 10.1 04/01/2022 10.14 Securities Purchase Agreement by and between SOBR Safe, Inc. and Aegis Capital Corp. dated September 28, 2022 8-K 10.1 10/03/2022 10.15 Registration Rights Agreement by and between SOBR Safe, Inc. and Purchasers dated September 30, 2022. 8-K 10.2 10/03/2022 10.16 Form of Pre-Funded Warrant Agreement by and between SOBR Safe, Inc. and Purchasers dated September 30, 2022 8-K 10.3 10/03/2022 10.17 Form of Warrant Agreement by and between SOBR Safe, Inc. and Purchasers dated September 30, 2022 8-K/A 10.4 10/14/2022 10.18* Executive Employment Agreement with David Gandini dated January 30th, 2023 8-K 10.1 02/03/2023 10.19 Purchase Agreement between SOBR Safe, Inc. and Purchasers dated March 7, 2023 8-K 10.1 03/13/2023 10.20 Registration Rights Agreement between SOBR Safe, Inc. and Purchasers dated March 7, 2023 8-K 10.2 03/13/2023 10.21* Consulting Agreement by and between SOBR Safe, Inc. and Winterstone Group, LLC dated January 21, 2022 8-K 10.1 07/27/2022 10.22 Services Agreement by and between SOBR Safe, Inc. and TraDigital Marketing Group, LLC dated January 18, 2022 8-K 10.2 07/27/2022 10.23 Confirming Agreement by and between SOBR Safe, Inc. and Winterstone Group, LLC dated May 16, 2022 8-K 10.3 07/27/2022 10.24 Confirming Agreement by and between SOBR Safe, Inc. and TraDigital Marketing Group, LLC dated May 16, 2022 8-K 10.4 07/27/2022 10.25 Form of Inducement Letter 8-K 10.1 03/05/2024 10.26 Form of Inducement Letter 8-K 10.1 06/04/2024 10.27 Form of Securities Purchase Agreement 8-K 10.1 10/10/2024 10.28 Form of Registration Rights Agreement 8-K 10.4 10/10/2024 10.29 Placement Agent Agreement 8-K 10.6 10/10/2024 14.1 SOBR Safe, Inc.
In addition, our SOBRsafe™ technology, and the software and hardware incorporated into our SOBRcheck™ and SOBRsure™ devices may contain errors or defects, especially when first introduced and while we have made efforts to test this software and hardware extensively, we cannot assure that the software and hardware, or software and hardware developed in the future, will not experience errors or performance problems.
In addition, our SOBRsafe technology, and the hardware and software incorporated into our SOBRcheck and SOBRsure devices may contain errors or defects, especially when first introduced and while we have made efforts to test this software and hardware extensively, we cannot assure that the software and hardware, or software and hardware developed in the future, will not experience errors or performance problems.
Despite the implementation of security and back-up measures, our internal computer, server, and other information technology systems as well as those of our third-party consultants, contractors, suppliers, and service providers, may be vulnerable to damage from physical or electronic break-ins, accidental or intentional exposure of our data by employees or others with authorized access to our networks, computer viruses, malware, ransomware, supply chain attacks, natural disasters, terrorism, war, telecommunication and electrical failure, denial of service, and other cyberattacks or disruptive incidents that could result in unauthorized access to, use or disclosure of, corruption of, or loss of sensitive, and/or proprietary data, including personal information, including health-related information, and could subject us to significant liabilities and regulatory and enforcement actions, and reputational damage.
Despite the implementation of security and back-up measures, our internal computer, server, and other information technology systems as well as those of our third-party consultants, contractors, suppliers, and service providers, may be vulnerable to damage from physical or electronic break-ins, accidental or intentional exposure of our data by employees or others with authorized access to our networks, computer viruses, malware, ransomware, supply chain attacks, natural disasters, terrorism, war, telecommunication and electrical failure, denial of service, and other cyberattacks or disruptive incidents that could result in unauthorized access to, use or disclosure of, corruption of, or loss of sensitive, and/or proprietary data, including personal information and health-related information, and could subject us to significant liabilities and regulatory and enforcement actions, and reputational damage.
We may not be able to maintain our listing on the Nasdaq, which could have a material adverse effect on us and our stockholders. We may not be able to maintain our listing on the Nasdaq, which could have a material adverse effect on us and our stockholders.
We may not be able to maintain our listing on the Nasdaq, which could have a material adverse effect on us and our stockholders. We may not be able to maintain our listing on Nasdaq, which could have a material adverse effect on us and our stockholders.
The Audit Committee has also established pre-approval policies and procedures for certain enumerated audit and audit-related services performed pursuant to the annual engagement agreement, including such firm’s attendance at and participation at Audit Committee and Board meetings; services of such firm associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings, such as comfort letters and consents; such firm’s assistance in responding to any SEC comment letters; and consultations with such firm as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, Public Company Accounting Oversight Board (“ PCAOB ”), Financial Accounting Standards Board (“ FASB ”), or other regulatory or standard-setting bodies.
The Audit Committee has also established pre-approval policies and procedures for certain enumerated audit and audit-related services performed pursuant to the annual engagement agreement, including such firm’s attendance at and participation at Audit Committee and Board of Director meetings; services of such firm associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings, such as comfort letters and consents; such firm’s assistance in responding to any SEC comment letters; and consultations with such firm as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, Public Company Accounting Oversight Board (“ PCAOB ”), Financial Accounting Standards Board (“ FASB ”), or other regulatory or standard-setting bodies.
ITEM 1C – CYBERSECURITY We have a cross-departmental approach to addressing cybersecurity risk, including input from employees and our Board of Directors (the “Board”). The Board, Audit Committee, and senior management devote significant resources to cybersecurity and risk management processes to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner.
ITEM 1C – CYBERSECURITY We have a cross-departmental approach to addressing cybersecurity risk, including input from employees and our Board of Directors. The Board, Audit Committee, and senior management devote significant resources to cybersecurity and risk management processes to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner.
Audit Committee Financial Expert The Nasdaq Capital Market rules require us to have three independent audit committee members upon the listing of our Common Stock, with at least one member being an “audit committee financial expert”.
Audit Committee Financial Expert The Nasdaq Capital Market (“Nasdaq”) rules require us to have three independent audit committee members upon the listing of our common stock, with at least one member being an “audit committee financial expert”.
Our actual results may differ from these estimates under different assumptions and conditions. As part of the process of preparing our financial statements, we are required to estimate our provision for income taxes.
Our actual results may differ from these estimates under different assumptions and conditions. As part of the process of preparing our consolidated financial statements, we are required to estimate our provision for income taxes.
Our Board of Directors has affirmatively determined that Sandy Shoemaker meets the definition of “independent director” and an “audit committee expert”, and Steve Beabout and Ford Fay qualify as “independent directors” for purposes of serving on an audit committee under Rule 10A-3 of the Securities Exchange Act of 1934, as amended and Nasdaq Capital Market rules. 37 Table of Contents Compensation Committee The Nasdaq Capital Market rules require us to have two independent compensation committee members upon the listing of our Common Stock.
Our Board of Directors has affirmatively determined that Sandy Shoemaker meets the definition of “independent director” and an “audit committee expert”, and Steve Beabout and Ford Fay qualify as “independent directors” for purposes of serving on an audit committee under Rule 10A-3 of the Securities Exchange Act of 1934, as amended and Nasdaq rules. 41 Table of Contents Compensation Committee The Nasdaq Capital Market rules require us to have two independent compensation committee members upon the listing of our common stock.
Gandini founded Pace Network Services providing carrier SS7 signaling to U.S. long distance providers and facilitated a successful exit to ICG Communications on the heels of co-founding Detroit based Digital Signal in the fiber optic long haul market sector where me managed a successful exit to SP Telecom. 34 Table of Contents Mr.
Gandini founded Pace Network Services providing carrier SS7 signaling to U.S. long distance providers and facilitated a successful exit to ICG Communications on the heels of co-founding Detroit based Digital Signal in the fiber optic long haul market sector where me managed a successful exit to SP Telecom. 38 Table of Contents Mr.
Assessing, identifying, and managing cybersecurity related risks are integrated into our overall enterprise risk management (ERM) process. We have a set of Company-wide policies and procedures outlined in our Employee Handbook that directly or indirectly relate to cybersecurity risks. These policies go through an internal review process and are approved by appropriate members of management.
Assessing, identifying, and managing cybersecurity related risks are integrated into our overall enterprise risk management (“ERM”) process. We have a set of Company-wide policies and procedures outlined in our Employee Handbook that directly or indirectly relate to cybersecurity risks. These policies go through an internal review process and are approved by appropriate members of management.
Depending on the combination of products and services detailed in the respective customer contract, the identifiable components may be highly interdependent and interrelated with each other such that each is required to provide the substance of the value of SOBR’s offering and accounted for as a combined performance obligation, or the specific components may be generally distinct and accounted for as separate performance obligations.
Depending on the combination of products and services detailed in the respective customer contract, the identifiable components may be highly interdependent and interrelated with each other such that each is required to provide the substance of the value of the Company’s offering and accounted for as a combined performance obligation, or the specific components may be generally distinct and accounted for as separate performance obligations.
Our management assesses the effectiveness of our internal control over financial reporting on a quarterly basis, with the most recent assessment being conducted as of December 31, 2023. In making these assessments, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework issued in 2013.
Our management assesses the effectiveness of our internal control over financial reporting on a quarterly basis, with the most recent assessment being conducted as of December 31, 2024. In making these assessments, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework issued in 2013.
On November 15, 2023, we received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq notifying us that, for the preceding 30 consecutive business days, the closing bid price of our common stock remained below the minimum $1.00 per share requirement for continued inclusion on Nasdaq.
On November 15, 2023, we received a deficiency letter from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying us that, for the preceding 30 consecutive business days, the closing bid price of our common stock remained below the minimum $1.00 per share requirement for continued inclusion on Nasdaq (the “Bid Price Requirement”).
In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations.
In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition, results of operations or cash flows.
Preferred Stock On March 1, 2022, the Board of Directors approved the designation of 3,000,000 shares of the Company’s Preferred Stock as “Series B Convertible Preferred Stock”.
Preferred Stock On March 1, 2022, the Board of Directors (the “Board”) approved the designation of 3,000,000 shares of the Company’s Preferred Stock as “Series B Convertible Preferred Stock”.
As a result, we will need time to penetrate our target markets by further developing the profile companies that could benefit the most from our products and technology. If we are not successful in discovering these companies it could greatly slow our growth and adversely impact our financial condition.
As a result, we will need time to penetrate our target markets by further developing the profile companies and customers, and verticals that could benefit the most from our products and technology. If we are not successful in discovering these companies, it could greatly slow our growth and adversely impact our financial condition.
In order to generate future growth, we will continue to identify and recruit qualified sales and marketing professionals. Training them on our products and on our internal policies and procedures requires significant time, expense and attention. It can take several months or more before a sales representative is fully trained and productive.
To generate future growth, we will continue to identify and recruit qualified sales and marketing professionals. Training them on our products and on our internal policies and procedures requires significant time, expense and attention. It can take several months or more before a sales representative is fully trained and productive.
The Notes are convertible voluntarily by the Purchaser at any time the principal amounts are outstanding into shares of our common stock, at a conversion price $2.28. The Notes are due March 10, 2025, and accrue interest quarterly at 5% per annum. The accrued interest is payable by way of inclusion in the convertible amount.
The Notes are convertible voluntarily by the Purchaser at any time the principal amounts are outstanding into shares of our common stock, at a conversion price $2,508. The Notes are due March 10, 2025, and accrue interest quarterly at 5% per annum. The accrued interest is payable by way of inclusion in the convertible amount.
The Warrants are exercisable at any time through March 9, 2028, into shares of the Company’s common stock at an exercise price of $2.52 per share. The Company received approximately $2,500,000 of net proceeds from the Debt Offering after offering related costs.
The Warrants are exercisable at any time through March 9, 2028, into shares of the Company’s common stock at an exercise price of $2,772 per share. The Company received approximately $2,500,000 of net proceeds from the Debt Offering after offering related costs.
However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.
However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position, results of operations or cash flows.
Off Balance Sheet Arrangements We have no off-balance sheet arrangements as of December 31, 2023, and 2022. ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, we are not required to provide the information required by this Item.
Off Balance Sheet Arrangements We have no off-balance sheet arrangements as of December 31, 2024, and December 31, 2023. ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, we are not required to provide the information required by this Item.
Issuer Purchases of Equity Securities Not applicable. ITEM 6 – [RESERVED] ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Disclaimer Regarding Forward Looking Statements Our Management’s Discussion and Analysis of Financial Condition and Results of Operations contains not only statements that are historical facts, but also statements that are forward-looking.
Issuer Purchases of Equity Securities Not applicable. ITEM 6 – [RESERVED] ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Disclaimer Regarding Forward Looking Statements Our Management’s Discussion and Analysis of Financial Condition and Results of Operations contain not only statements that are historical facts, but also statements that are forward-looking.
She also has extensive experience working with employee-owned companies. Ms. Shoemaker has numerous professional affiliations including, but not limited to, American Institute of Certified Public Accountants (AICPA), the Colorado Society of Certified Public Accountants (CSCPA), and the National Center for Employee Ownership (NCEO). Ms. Shoemaker received her B.S. in Accounting, graduating cum laude, from Missouri State University.
She also has extensive experience working with employee-owned companies. Ms. Shoemaker has numerous professional affiliations including, but not limited to, American Institute of Certified Public Accountants (AICPA), and the National Center for Employee Ownership (NCEO). Ms. Shoemaker received her B.S. in Accounting, graduating cum laude, from Missouri State University.
In order to supplement the business experience of management, we may employ accountants, technical experts, appraisers, attorneys or other consultants or advisors. The selection of any such advisors will be made by management and without any control from shareholders.
To supplement the business experience of management, we may employ accountants, technical experts, appraisers, attorneys or other consultants or advisors. The selection of any such advisors will be made by management and without any control from shareholders.
The market price of our common stock is subject to significant fluctuations in response to, among other factors: · variations in our operating results and market conditions specific to Biomedical Industry companies; · changes in financial estimates or recommendations by securities analysts; · announcements of innovations or new products or services by us or our competitors; · the emergence of new competitors; · operating and market price performance of other companies that investors deem comparable; · changes in our board or management; · sales or purchases of our common stock by insiders; · commencement of, or involvement in, litigation; · changes in governmental regulations; and · general economic conditions and slow or negative growth of related markets.
The market price of our common stock is subject to significant fluctuations in response to, among other factors: · variations in our operating results and market conditions specific to our target market verticals; · changes in financial estimates or recommendations by securities analysts; · announcements of innovations or new products or services by us or our competitors; · the emergence of new competitors; · operating and market price performance of other companies that investors deem comparable; · changes in our Board or management; · sales or purchases of our common stock by insiders; · commencement of, or involvement in, litigation; · changes in governmental regulations; and · general economic conditions and slow or negative growth of related markets.
ITEM 9 ‑ CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 31 Table of Contents (a) Dismissal of Independent Registered Public Accountant On April 18, 2023, based on the recommendation of the Audit Committee (the “Audit Committee”) and approval of the Board of Directors of SOBR Safe, Inc., (the “Company”), the Company dismissed Macias Gini & O’Connell LLP (“MGO”) as the Company’s independent registered public accounting firm.
ITEM 9 ‑ CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE (a) Dismissal of Independent Registered Public Accountant On April 18, 2023, based on the recommendation of the Audit Committee (the “Audit Committee”) and approval of the Board of Directors of SOBR Safe, Inc., (the “Company”), the Company dismissed Macias Gini & O’Connell LLP (“MGO”) as the Company’s independent registered public accounting firm.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer, who are our Principal Executive Officer and Principal Financial Officer, respectively, concluded that, as of the end of the year ended December 31, 2023, our disclosure controls and procedures were effective as of December 31, 2023.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer, who are our Principal Executive Officer and Principal Financial Officer, respectively, concluded that, as of the end of the year ended December 31, 2024, our disclosure controls and procedures were effective as of December 31, 2024.
If we fail to successfully promote our products in a cost-effective manner, we may fail to attract or retain the market acceptance necessary to realize a sufficient return on our promotional efforts, or to achieve broad adoption of our products. 13 Table of Contents We need to ensure strong product performance and reliability to maintain and grow our business.
If we fail to successfully promote our products in a cost-effective manner, we may fail to attract or retain the market acceptance necessary to realize a sufficient return on our promotional efforts, or to achieve broad adoption of our products. We need to ensure strong product performance and reliability to maintain and grow our business.
Our internal computer systems, or those used by our contractors or consultants, may fail or suffer security breaches, and such failure could negatively affect our business, financial condition and results of operations.
Our internal computer systems, or those used by our contractors or consultants, may fail or suffer security breaches, and such failure could negatively affect our business, financial condition, results of operations and cash flows.
A default judgment was taken against us in this matter. In mid-2013 we learned the Plaintiffs perfected the judgment against us, but we have not heard from the Plaintiffs as of December 31, 2023.
A default judgment was taken against us in this matter. In mid-2013 we learned the Plaintiffs perfected the judgment against us, but we have not heard from the Plaintiffs as of December 31, 2024.
Greg Gandini and Robert Gandini each also participate in Company benefit plans and equity incentive plans available to all other employees in similar positions. 46 Table of Contents Currently, four of our directors are considered independent, namely Steven Beabout, Ford Fay, Noreen Butler, and Sandy Shoemaker.
Greg Gandini and Robert Gandini each also participate in Company benefit plans and equity incentive plans available to all other employees in similar positions. Currently, four of our directors are considered independent, namely Steven Beabout, Ford Fay, Noreen Butler, and Sandy Shoemaker.
ITEM 4 – MINE SAFETY DISCLOSURES Not Applicable. 19 Table of Contents PART II ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SOBR”.
ITEM 4 – MINE SAFETY DISCLOSURES Not Applicable. 25 Table of Contents PART II ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SOBR”.
ITEM 9A - CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Accounting Officer), of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a – 15(c) and 15d – 15(e)).
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Accounting Officer), of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a – 15(c) and 15d – 15(e)).
Any dividends declared on our common stock in the future will be at the discretion of our Board of Directors and subject to any restrictions that may be imposed by our lenders. 22 Table of Contents Transfer Agent Our Transfer Agent and Registrar for our Common Stock is Equiniti Trust Company, located at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, Minnesota 55120.
Any dividends declared on our common stock in the future will be at the discretion of our Board and subject to any restrictions that may be imposed by our lenders. Transfer Agent Our Transfer Agent and Registrar for our common stock is Equiniti Trust Company, located at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, Minnesota 55120.
X 32.2 Principal Financial Officer Certification Pursuant to Item 601(b)(32) of Regulation S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97.1 Compensation Recovery Policy X 101.INS Inline XBRL Instance Document. X 101.SCH Inline XBRL Taxonomy Extension Schema Linkbase Document. X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
X 32.2 Principal Financial Officer Certification Pursuant to Item 601(b)(32) of Regulation S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97.1 Compensation Recovery Policy 10-K 97.1 04/01/2024 101.INS Inline XBRL Instance Document. X 101.SCH Inline XBRL Taxonomy Extension Schema Linkbase Document. X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
Our Board of Directors has a designated compensation committee, consisting of Steven Beabout and Ford Fay. Our Board of Directors has a designated audit committee, consisting of Sandy Shoemaker, Steve Beabout and Ford Fay. Our Board of Directors has a designated nominating and corporate governance committee consisting of Ford Fay and Steve Beabout.
Our Board of Directors has a designated audit committee, consisting of Sandy Shoemaker, Steve Beabout and Ford Fay. Our Board of Directors has a designated nominating and corporate governance committee consisting of Ford Fay, Steve Beabout and Sandy Shoemaker.
We have selected these particular manufacturers based on their ability to consistently produce these products according to our requirements in an effort to obtain the best quality product at the most cost-effective price.
We have selected these manufacturers based on their ability to consistently produce these products according to our specifications and requirements in an effort to obtain the best quality product at the most cost-effective price.
The decrease in stock-based compensation expense can be attributed to a reduction in the issuance of stock options and restricted stock units from the prior year and the expiration of vesting periods for which the expense is recognized.
The decrease in stock-based compensation expense of $1,516,159 can be attributed to a reduction in the issuance of stock options and restricted stock units from the prior year and the expiration of vesting periods for which the expense is recognized.
Development of our technology and our product development efforts are highly dependent on the amount of cash and cash equivalents on hand combined with our ability to raise additional capital to support our future operations through one or more methods, including but not limited to, issuing additional equity or debt.
Development efforts for our technology, products and software are highly dependent on the amount of cash and cash equivalents on hand combined with our ability to raise additional capital to support our future operations through one or more methods, including but not limited to, issuing additional equity or debt.
Aggregated Option Exercises No options were exercised during the year ended December 31, 2023 by our named executive officers.
Aggregated Option Exercises No options were exercised during the year ended December 31, 2024, by our named executive officers.
Nonetheless, we intend to monitor the closing bid price of our common stock and may, if appropriate, consider available options, including a reverse stock split, to regain compliance with the Bid Price Requirement, and evaluating capital financing and debt conversion inducement options to gain compliance with the Stockholders’ Equity Requirement.
Nonetheless, we intend to monitor the closing bid price of our common stock and may, if appropriate, consider available options, including a reverse stock split, to regain compliance with the Bid Price Requirement, and evaluating capital financing options to gain compliance with the Stockholders’ Equity Rule.
Contractual Obligations and Commitments At December 31, 2023, the Company had contractual commitments to make payments under operating leases.
Contractual Obligations and Commitments At December 31, 2024, the Company had contractual commitments to make payments under operating leases.
The investor is accredited, familiar with our operations, and there was no general solicitation or advertising. 20 Table of Contents On January 1, 2023, the Company entered into a six-month agreement with a consultant to provide investor services and in exchange issued 225,000 shares of restricted common stock and 225,000 warrants to purchase common stock of the Company at an exercise price of $1.35 per warrant.
The investor is accredited, familiar with our operations, and there was no general solicitation or advertising. 26 Table of Contents On January 1, 2023, the Company entered into a six-month agreement with a consultant to provide investor services and in exchange issued 205 shares of restricted common stock and 205 warrants to purchase common stock of the Company at an exercise price of $1,485 per warrant.
The executive officers of the Company are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation, or removal by the Board of Directors. Unless described below, there are no family relationships among any of the directors and officers.
The executive officers serve terms of one year or until their death, resignation, or removal by the Board of Directors. Unless described below, there are no family relationships among any of the directors and officers.
Steven Beabout 70 Lead Independent Director (Chairperson of Compensation Committee) Noreen Butler 50 Independent Director Sandy Shoemaker 55 Independent Director (Chairperson of Audit Committee) David Gandini has served as our Chief Executive Officer since October 18, 2021, and on our Board of Directors since November 2019. Mr. Gandini has been consulting regarding our business development since December 2018.
Steven Beabout 71 Lead Independent Director (Chairperson of Compensation Committee) Noreen Butler 51 Independent Director Sandy Shoemaker 56 Independent Director (Chairperson of Audit Committee) David Gandini has served as our Chief Executive Officer since October 18, 2021, and on our Board of Directors since November 2019. Mr. Gandini has been consulting regarding our business development since December 2018.
Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ITEM 9B – OTHER INFORMATION None.
Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The 3,000,000 Series B Convertible Preferred Stock shares were issued in exchange for 333,333 shares of the Company’s common stock held by the Company’s CEO David Gandini and 666,667 shares of the Company’s common stock held by IDTEC SPV, LLC, an entity controlled by a beneficial owner of the Company.
The 3,000,000 Series B Convertible Preferred Stock shares were issued in exchange for 303 shares of the Company’s common stock held by the Company’s CEO David Gandini and 607 shares of the Company’s common stock held by IDTEC SPV, LLC, an entity controlled by a beneficial owner of the Company.
Despite these efforts, any of the following occurrences may reduce the value of our intellectual property: · Our applications for patents relating to our business may not be granted and, if granted, may be challenged or invalidated; · Issued patents may not provide us with any competitive advantages; · Our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology; · Our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we develop; or · Another party may obtain a blocking patent and we would need to either obtain a license or design around the patent in order to continue to offer the contested feature or service in our products.
Despite these efforts, any of the following occurrences may reduce the value of our intellectual property: · our applications for patents relating to our business may not be granted and, if granted, may be challenged or invalidated; · issued patents may not provide us with any competitive advantages; · our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology; · our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we develop; or · another party may obtain a blocking patent and we would need to either obtain a license or design around the patent in order to continue to offer the contested feature or service in our products. 13 Table of Contents We may become involved in lawsuits to protect or enforce our patents that would be expensive and time-consuming.
The aggregate fees billed for the two most recently completed fiscal periods ended December 31, 2023 and December 31, 2022 for professional services rendered by Haynie, independent registered public accounting firm, for the audits for the years ended December 31, 2023 and December 31, 2022, quarterly reviews of our interim consolidated financial statements in 2023 and 2022, and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows: Year Ended December 31, Year Ended December 31, 2023 2022 Audit Fees (1) $ 30,000 $ - Audit Related Fees (2) 2,500 - Tax Fees (3) - - All Other Fees (4) - - Total $ 32,500 $ - (1) Audit fees include fees and expenses for professional services rendered in connection with the audit of our financial statements for those years, reviews of the interim financial statements that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.
ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES Audit Fees The aggregate fees billed for the two most recently completed fiscal periods ended December 31, 2024 and December 31, 2023 for professional services rendered by Haynie, independent registered public accounting firm, for the audits for the years ended December 31, 2024 and December 31, 2023, quarterly reviews of our interim consolidated financial statements in 2024 and 2023, and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows: Year Ended December 31, Year Ended December 31, 2024 2023 Audit Fees (1) $ 95,000 $ 95,000 Audit Related Fees (2) 10,000 2,500 Tax Fees (3) - - All Other Fees (4) - - Total $ 105,000 $ 97,500 (1) Audit fees include fees and expenses for professional services rendered in connection with the audit of our financial statements for those years, reviews of the interim financial statements that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.
Our board of directors has affirmatively determined that Steve Beabout and Ford Fay meets the definition of “independent director” for purposes of serving on a compensation committee under Rule 10A-3 of the Securities Exchange Act of 1934, as amended and Nasdaq Capital Market rules.
Our Board of Directors has affirmatively determined that Steve Beabout, Ford Fay, and Sandy Shoemaker meet the definition of “independent director” for purposes of serving on a compensation committee under Rule 10A-3 of the Securities Exchange Act of 1934, as amended and Nasdaq rules.
Our board of directors has affirmatively determined that Ford Fay and Steve Beabout meets the definition of “independent director” for purposes of serving on a nomination committee under Rule 10A-3 of the Securities Exchange Act of 1934, as amended and Nasdaq Capital Market rules.
Our Board of Directors has affirmatively determined that Ford Fay, Steve Beabout, and Sandy Shoemaker meet the definition of “independent director” for purposes of serving on a nomination committee under Rule 10A-3 of the Securities Exchange Act of 1934, as amended and Nasdaq rules.
In addition, if the market for stocks in our industry, or the stock market in general, experience a loss of investor confidence, the market price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations.
In addition, if the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence, the market price of our common stock could decline for reasons unrelated to our business, financial condition, results of operations and cash flows.
We are also subject to numerous other risks relating to our manufacturing capabilities, including: · quality and reliability of components, sub-assemblies and materials that we source from third-party suppliers, who are required to meet our quality specifications, almost all of whom are single source suppliers for the items and materials that they supply; · our inability to secure components, sub-assemblies and materials in a timely manner, in sufficient quantities or on commercially reasonable terms; · our inability to maintain compliance with quality system requirements or pass regulatory quality inspections; · our failure to increase production capacity or volumes to meet demand; · potential risks associated with disruptions in our supply chain, such as on account of the COVID- 19 pandemic or other macroeconomic events; · lead times associated with securing key components; · our inability to design or modify production processes to enable us to produce future products efficiently or implement changes in current products in response to design or regulatory requirements; and · difficulty identifying and qualifying, and obtaining new regulatory approvals, for alternative suppliers for components in a timely manner.
We are also subject to numerous other risks relating to our manufacturing capabilities, including: · quality and reliability of components, sub-assemblies and materials that our third-party manufacturers source from third-party suppliers, who are required to meet our quality specifications, almost all of whom are single source suppliers for the items and materials that they supply; · our third-party manufacturers inability to secure components, sub-assemblies and materials in a timely manner, in sufficient quantities or on commercially reasonable terms; · our inability to maintain compliance with quality system requirements or pass regulatory quality inspections; · our failure to increase production capacity or volumes to meet demand; · potential risks associated with disruptions in our supply chain, such as global conflicts or other macroeconomic events; · lead times associated with securing key components; · our inability to design or modify production processes with our third-party manufacturers enabling us to produce future products efficiently or implement changes in current products in response to design or regulatory requirements; and · difficulty identifying and qualifying, and obtaining new regulatory approvals, for alternative suppliers for components in a timely manner. 17 Table of Contents These risks are likely to be exacerbated by our limited experience with our current products and manufacturing processes.
We reserve the right to use the funds obtained from the sale of our securities for purposes our management deems to be in the best interests of the company and our stockholders in order to address changed circumstances or opportunities.
Our management has discretion as to how to use any proceeds from the sale of securities. We reserve the right to use the funds obtained from the sale of our securities for purposes our management deems to be in the best interests of the Company and our stockholders in order to address changed circumstances or opportunities.
Internal control over financial reporting is defined in Rules 13a-15(c) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. 32 Table of Contents A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Internal control over financial reporting is defined in Rules 13a-15(c) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Should our third-party business partners and contract manufacturers not maintain exclusive rights to the intellectual property or should the content of the patents change, this could impact the effectiveness of our current device designs and impair our ability to produce quality products.
Should our third-party business partners and contract manufacturers not maintain exclusive rights to intellectual property or should the content of the patents change, this could impact the effectiveness of our current device designs and impair our ability to produce quality products. We may be unable to adequately protect our proprietary rights.
Name Age Position(s) David Gandini 66 Chief Executive Officer, Secretary, Chairman of the Board, and Director Christopher Whitaker 52 Chief Financial Officer and Treasurer Ford Fay 63 Independent Director (Chairperson of Nominating and Corporate Governance Committee) J.
Name Age Position(s) David Gandini 67 Chief Executive Officer, Secretary, Chairman of the Board, and Director Christopher Whitaker 53 Chief Financial Officer and Treasurer Ford Fay 64 Independent Director (Chairperson of Nominating and Corporate Governance Committee) J.
We are required to periodically evaluate the effectiveness of the design and operation of our internal controls over financial reporting. In the past we have identified material weaknesses in our internal controls.
We are required to periodically evaluate the effectiveness of the design and operation of our internal controls over financial reporting. In the past we have identified material weaknesses in our internal controls which have been readily remediated and corrected.
Future capital requirements will depend on many factors, including the Company’s ability to sell and develop products, generate cash flow from operations, and assess competing market developments. The Company may need additional capital in the future. Our cash on hand as of December 31, 2023, was $2,790,147 and our current normalized monthly operating cash flow burn rate is approximately $425,000.
Future capital requirements will depend on many factors, including the Company’s ability to sell and develop products, generate cash flow from operations, and assess competing market developments. The Company may need additional capital in the future. Our cash on hand as of December 31, 2024, was $8,384,042 and our current normalized monthly operating cash flow burn rate is approximately $550,000.
(2) Unless indicated otherwise, the address of the shareholder is 6400 South Fiddlers Green Circle, Suite 1400, Greenwood Village, Colorado 80111. (3) Indicates one of our officers or directors. (4) Includes vested stock options to acquire 515,695 shares of our Common Stock at exercise prices from $0.7902 to $2.32 per share.
(2) Unless indicated otherwise, the address of the shareholder is 6400 South Fiddlers Green Circle, Suite 1400, Greenwood Village, Colorado 80111. (3) Indicates one of our officers or directors. (4) Includes vested stock options to acquire 469 shares of our common stock at exercise prices from $869.20 to $2,552 per share.
The NASDAQ listing rules provide that a director cannot be considered independent if: · the director is, or at any time during the past three years was, an employee of the company; · the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); · a family member of the director is, or at any time during the past three years was, an executive officer of the company; · the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); · the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or · the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.
The Nasdaq listing rules provide that a director cannot be considered independent if: · the director is, or at any time during the past three years was, an employee of the company; · the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for Board or Board committee service); · a family member of the director is, or at any time during the past three years was, an executive officer of the company; · the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); · the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or · the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit. 49 Table of Contents Corporate Governance As of December 31, 2024, our Board of Directors consisted of David Gandini, Noreen Butler, Ford Fay, Steven Beabout, and Sandy Shoemaker.
For example, during the course of this kind of litigation, confidential information may be inadvertently disclosed in the form of documents or testimony in connection with discovery requests, depositions or trial testimony. This disclosure could have a material adverse effect on our business and our financial results.
For example, during the course of this kind of litigation, confidential information may be inadvertently disclosed in the form of documents or testimony in connection with discovery requests, depositions or trial testimony. This disclosure could have a material adverse effect on our business and our financial results. Substantial costs could be incurred defending against claims of intellectual property infringement.
Payments due under these commitments are as follows: Total Due Within 1 Year Operating lease obligations $ 300,404 $ 97,108 Total contractual cash obligations $ 300,404 $ 97,108 For additional information about our contractual commitments for these leases, see “Note 5 – Leases” included in our Notes to Consolidated Financial Statements.
Payments due under these commitments are as follows: Total Due Within 1 Year Operating lease obligations $ 203,296 $ 111,303 Total contractual cash obligations $ 203,296 $ 111,303 For additional information about our contractual commitments for these leases, see “Note 5 – Leases” included in our Notes to Consolidated Financial Statements.
Beabout was involved in the company’s strategic business decisions and as General Counsel he was responsible for all legal aspects of business, including, but not limited to, negotiation of billion dollar plus contacts with major studios (Universal, Disney and Sony), and distributors (Comcast, Time- Warner, DIRECTV, DISH Networks, Netflix, etc.), human resources and related matters, general corporate matters, post-IPO public board matters, and reviewing filings with the Securities and Exchange Commission. 35 Table of Contents Noreen Butler has served as a member of our Board of Directors since October 2022.
Beabout was involved in the company’s strategic business decisions and as General Counsel he was responsible for all legal aspects of business, including, but not limited to, negotiation of billion dollar plus contacts with major studios (Universal, Disney and Sony), and distributors (Comcast, Time- Warner, DIRECTV, DISH Networks, Netflix, etc.), human resources and related matters, general corporate matters, post-IPO public board matters, and reviewing filings with the Securities and Exchange Commission.
However, the loss of all or one of these suppliers or delays in obtaining shipments would have an adverse effect on our operations until an alternative supplier could be found, if one may be located at all.
However, the loss of all or one of these suppliers or delays in obtaining shipments by our third-party manufacturers would have an adverse effect on our operations until an alternative suppliers could be identified, if one may be located at all.
Treasury yield curve in effect at the time of grant for the period of the expected term. The grant date fair value of a restricted stock unit equals the closing price of our common stock on the trading day of the grant date.
The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. The grant date fair value of a restricted stock unit equals the closing price of our common stock on the trading day of the grant date.
These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to: · the level of adoption and demand for our products in our key industries like probation management, fleet & facility, alcohol rehabilitation and young drivers; · positive or negative coverage in the media, or changes in commercial perception, of our products or competing products, including our brand reputation; · the degree of competition in our industry and any change in the competitive landscape, including consolidation among competitors or future partners; · any safety, reliability or effectiveness concerns that arise regarding our products; · unanticipated pricing pressures in connection with the sale of our products; · the effectiveness of our sales and marketing efforts, including our ability to deploy a sufficient number of qualified representatives to sell and market our products; · the timing of customer orders for our products and the number of available selling days in any quarterly period, which can be impacted by holidays, the mix of products sold and the geographic mix of where products are sold; · unanticipated delays in product development or product launches; · the cost of manufacturing our products, which may vary depending on the quantity of production and the terms of our agreements with third-party suppliers; · our ability to raise additional capital on acceptable terms, or at all, if needed to support the commercialization of our products; · our ability to achieve and maintain compliance with all regulatory requirements applicable to our products and services; · our ability to obtain, maintain and enforce our intellectual property rights; · our ability and our third-party suppliers’ ability to supply the components of our products in a timely manner, in accordance with our specifications, and in compliance with applicable regulatory requirements; and · introduction of new products or technologies that compete with our products. 10 Table of Contents The cumulative effects of these factors could result in large fluctuations and unpredictability in our quarterly and annual operating results.
These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to: · the level of adoption and demand for our products in key industries such as behavioral health and wellness, judicial administrative applications, licensing and integration, commercial workplace and individual consumer use; · positive or negative coverage in the media, or changes in commercial perception of our products, or competing products, including our brand reputation; · the degree of competition in our industry and any change in the competitive landscape, including consolidation among competitors or future partners; · any safety, reliability or effectiveness concerns that arise regarding our products; · unanticipated pricing pressures in connection with the sale of our products; · the effectiveness of our sales and marketing efforts, including our ability to deploy a sufficient number of qualified representatives to sell and market our products; · the timing of customer orders for our products and the number of available selling days in any quarterly period, which can be impacted by holidays, the mix of products sold and the geographic mix of where products are sold; · unanticipated delays in product development or product launches; · the cost of manufacturing our products, which may vary depending on the quantity of production and the terms of our agreements with third-party suppliers; · our ability to raise additional capital on acceptable terms, or at all, if needed to support the commercialization of our products; · our ability to achieve and maintain compliance with all regulatory requirements applicable to our products and services; · our ability to obtain, maintain and enforce our intellectual property rights; · our ability and our third-party suppliers’ ability to supply the components of our products in a timely manner, in accordance with our specifications, and in compliance with applicable regulatory requirements; and · introduction of new products or technologies that compete with our products.
The COVID-19 pandemic has generally increased the risk of cybersecurity intrusions. Our reliance on internet technology and the number of our employees who are working remotely may create additional opportunities for cybercriminals to exploit vulnerabilities.
Disruptive global events generally increased the risk of cybersecurity intrusions. Our reliance on internet technology and the number of our employees who are working remotely may create additional opportunities for cybercriminals to exploit vulnerabilities.
The Board also acted by unanimous written consent eight times during the year ended December 31, 2023. Committees Since April 22, 2022, our Board of Directors has a designated compensation committee, consisting of Steven Beabout and Ford Fay. Our Board of Directors has a designated audit committee, consisting of Sandy Shoemaker, Steve Beabout and Ford Fay.
The Board also acted by unanimous written consent six times during the year ended December 31, 2024. Committees Since April 22, 2022, our Board of Directors has a designated compensation committee, consisting of Steven Beabout and Ford Fay, and in August 2024, Sandy Shoemaker joined.
For each subsequent calendar year of the Term and Renewal Terms, Mr. Gandini will receive salary adjustments as recommended by the Compensation Committee and approved by the Company’s Board of Directors (the “Board”). Mr. Gandini is also entitled to participate in the Company’s Annual Bonus Plan and any and all other incentive payments available to executives of the Company. Mr.
Gandini will receive salary adjustments as recommended by the Compensation Committee and approved by the Company’s Board of Directors. Mr. Gandini is also entitled to participate in the Company’s Annual Bonus Plan and any and all other incentive payments available to executives of the Company. Mr.
The Company assesses the cybersecurity preparedness of third-party vendors by obtaining SOC 1 or SOC 2 reports. If a third-party vendor is not able to provide a SOC 1 or SOC 2 report, we take additional steps to assess their cybersecurity preparedness and assess our relationship on that basis.
If a third-party vendor is not able to provide a SOC 1 or SOC 2 report, we take additional steps to assess their cybersecurity preparedness and assess our relationship on that basis.
Gandini’s stock option grant, 320,705 of the options expire ten (10) years from the date of vesting, or November 1, 2029. Under the terms of Mr. Gandini’s stock option grant, 510,000 of the options expire ten (10) years from the date of vesting, or February 23, 2033.
Gandini’s stock option grant, 292 of the options expire ten (10) years from the date of vesting, or November 1, 2029. Under the terms of Mr. Gandini’s stock option grant, 464 of the options expire ten (10) years from the date of vesting, or February 23, 2033. (2) Under the terms of Mr.
In addition, we may also raise additional capital through additional equity offerings and licensing our future products in development.
In addition, we may also raise additional capital through additional equity offerings and licensing our current commercialized product offering or future products in development.
Our Board of Directors has a nominating and corporate governance committee, consisting of Ford Fay and Steve Beabout. We also have written nominating and corporate governance, compensation, and audit committee charters.
Our Board of Directors has a designated audit committee, consisting of Sandy Shoemaker, Steve Beabout and Ford Fay. Our Board of Directors has a nominating and corporate governance committee, consisting of Ford Fay and Steve Beabout, in August 2024, Sandy Shoemaker joined. We also have written nominating and corporate governance, compensation, and audit committee charters.
X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X * Indicates a management contract or compensatory plan or arrangement.
If we get to that stage of growth, such loss of manufacturers could cause us to breach any contracts we have in place at that time and would likely cause us to lose sales. 11 Table of Contents If our contract manufacturers fail to meet our requirements for quality, quantity and timeliness, our business growth could be harmed.
Upon reaching a significant growth stage, such loss of a third-party manufacturer could cause us to breach any customer contracts we have in place at that time and would likely cause us to lose sales. If our contract manufacturers fail to meet our requirements for quality, quantity and timeliness, our business growth could be harmed.
In January 2022, the holders of a majority of our voting stock approved an amendment to the Plan that increased the number of shares authorized under the Plan to 1,733,333. In June 2023, the holders of a majority of our voting stock approved an amendment to the Plan that increased the number of shares authorized under the Plan to 3,500,000.
In January 2022, the holders of a majority of our voting stock approved an amendment to the Plan that increased the number of shares authorized under the Plan to 1,576. In June 2024, the holders of a majority of our voting stock approved an amendment to the Plan that increased the number of shares authorized under the Plan to 3,182.
We outsource with United States based third party manufacturing companies. If any of our manufacturing facilities suffer damage, or a force majeure event, such damage or event could materially impact our ability to operate, which could materially and adversely affect our business and financial performance.
If any of our manufacturing facilities suffer damage, or a force majeure event, such damage or event could materially impact our ability to operate, which could materially and adversely affect our business and financial performance.
For example, there has been an increase in phishing and spam emails as well as social engineering attempts from “hackers” hoping to use the recent COVID-19 pandemic to their advantage.
For example, there has been an increase in phishing and spam emails as well as social engineering attempts from “hackers” hoping to use socially engineered crises to their advantage.
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