What changed in SOBR Safe, Inc.'s 2025 10-K compared to 2024?

Across the narrative sections we track, SOBR Safe, Inc. (SOBR) added 248 paragraphs, removed 262, and edited 172 between the 2024 and 2025 10-K filings. The biggest movers are Item 1A. Risk Factors (+248/−262).

Did SOBR Safe, Inc. add new Risk Factors in the 2025 10-K?

Yes — Item 1A Risk Factors shows 248 new/edited paragraphs and 262 removed paragraphs versus the 2024 10-K.

Where does this SOBR 10-K diff come from?

The source filings are SOBR Safe, Inc.'s official 2024 and 2025 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in SOBR Safe, Inc.'s 10-K — 2024 vs 2025

Paragraph-level year-over-year comparison of SOBR Safe, Inc.'s 2024 and 2025 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 2025 report.

+248 added−262 removedSource: 10-K (2026-04-10) vs 10-K (2025-04-15)

Top changes in SOBR Safe, Inc.'s 2025 10-K

248 paragraphs added · 262 removed · 172 edited across 1 sections

Item 1A. Risk Factors+248 / −262 · 172 edited

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

172 edited+76 added−90 removed218 unchanged

2024 filing

2025 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 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.

We cannot, however, be assured that we have resources sufficient to satisfy liability claims in excess of policy limits if required to do so.

We cannot, however, be assured that we have sufficient resources to satisfy liability claims in excess of policy limits if required to do so.

We do not own our own manufacturing facility and outsource with third-party manufacturing companies for our device manufacturing and product distribution. ITEM 3 ‑ LEGAL PROCEEDINGS On December 6, 2006, Orange County Valet and Security Patrol, Inc. filed a lawsuit against us in Orange County California State Superior Court for Breach of Contract in the amount of $11,164.

We do not own our own manufacturing facility and outsource third-party manufacturing companies for our device manufacturing and product distribution. ITEM 3 ‑ LEGAL PROCEEDINGS On December 6, 2006, Orange County Valet and Security Patrol, Inc. filed a lawsuit against us in Orange County California State Superior Court for Breach of Contract in the amount of $11,164.

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.

As a result, we will need time to penetrate our target markets by further developing the profile of 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.

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 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. 20 Table of Contents These risks are likely to be exacerbated by our limited experience with our current products and manufacturing processes.

The wearable band connects to a mobile device via Bluetooth communication where the SOBRsafe mobile application collects and transmits data to the SOBRsafe software solution. The SOBRsure device provides passive, qualified, real-time alcohol insights to administrators, clinicians, parents and more, and also includes device removal and service interruption notifications.

The wearable band connects to a mobile device via Bluetooth communication where the SOBRsafe mobile application collects and transmits data to the SOBRsafe software solution. The SOBRsure device provides passive, qualified, real-time alcohol insights to administrators, parents and more, and also includes device removal and service interruption notifications.

Our products could contain defects, or they may be installed or operated incorrectly, which could reduce sales of those products or result in claims against us. Although we have quality assurance practices in place to ensure good product quality, defects still may be found in the future in our future products.

If these companies were to terminate their agreements with us without adequate notice or fail to provide the required capacity and quality on a timely basis, we would be delayed in our ability or unable to process and deliver our SOBRsafe devices or software to our customers. 19 Table of Contents Although we do not manufacture the products we distribute, if one of the products distributed by us proves to be defective or is misused by an enterprise or consumer customer, we may be subject to liability that could adversely affect our financial condition and results of operations.

If these companies were to terminate their agreements with us without adequate notice or fail to provide the required capacity and quality on a timely basis, we would be delayed in our ability or unable to process and deliver our SOBRsafe devices or software to our customers. 22 Table of Contents Although we do not manufacture the products we distribute, if one of the products distributed by us proves to be defective or is misused by an enterprise or consumer customer, we may be subject to liability that could adversely affect our financial condition and results of operations.

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.

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 supplier could be identified, if one may be located at all.

The success of any new product offering or enhancement to an existing product or software will depend on numerous factors, including our ability to: · properly identify and anticipate enterprise, consumer, patient or business needs; · develop and introduce new products or product enhancements in a timely manner; · adequately protect our intellectual property and avoid infringing upon the intellectual property rights of third parties; · demonstrate the safety and efficacy of new products, including through the conduct of additional product testing or trials; · obtain necessary regulatory clearances or approvals for new products or product enhancements, if applicable; and · achieve adequate coverage and reimbursement for our products.

The success of any new product offering or enhancement to an existing product or software will depend on numerous factors, including our ability to: • properly identify and anticipate enterprise, consumer, user or business needs; • develop and introduce new products or product enhancements in a timely manner; • adequately protect our intellectual property and avoid infringing upon the intellectual property rights of third parties; • demonstrate the safety and efficacy of new products, including through the conduct of additional product testing or trials; • obtain necessary regulatory clearances or approvals for new products or product enhancements, if applicable; and • achieve adequate coverage and reimbursement for our products.

Should we be forced to replace one or more of our manufacturers, we may experience increased costs or an adverse operational impact due to delays in distribution and delivery of our products to our customers, which could cause us to lose customers or lose revenue because of late shipments. 18 Table of Contents Our business could be adversely affected by reliance on sole suppliers.

Should we be forced to replace one or more of our manufacturers, we may experience increased costs or an adverse operational impact due to delays in distribution and delivery of our products to our customers, which could cause us to lose customers or lose revenue because of late shipments. 21 Table of Contents Our business could be adversely affected by reliance on sole suppliers.

Butler has an undergraduate degree in Communications from Pine Manor College. 39 Table of Contents Sandy Shoemaker has served as a member of our Board of Directors since December 2021 and serves as Chairperson of the audit committee of our Board of Directors. Ms. Shoemaker retired from public accounting in June 2021 to focus on consulting with small-medium sized companies.

Butler has an undergraduate degree in Communications from Pine Manor College. 40 Table of Contents Sandy Shoemaker has served as a member of our Board of Directors since December 2021 and serves as Chairperson of the audit committee of our Board of Directors. Ms. Shoemaker retired from public accounting in June 2021 to focus on consulting with small-medium sized companies.

Our assessment of risks associated with the use of third-party providers is part of our overall cybersecurity risk management framework. 24 Table of Contents The Board and Audit Committee, in conjunction with their oversight responsibility related to the ERM process and management, participates regularly in discussions with management regarding cybersecurity risks, and performs a review at least annually of the Company’s cybersecurity program.

Our assessment of risks associated with the use of third-party providers is part of our overall cybersecurity risk management framework. 25 Table of Contents The Board and Audit Committee, in conjunction with their oversight responsibility related to the ERM process and management, participates regularly in discussions with management regarding cybersecurity risks, and performs a review at least annually of the Company’s cybersecurity program.

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.

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, 2025. 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.

Any such occurrence could have a material and adverse effect on our business, results of operations, and financial condition. 14 Table of Contents We plan to enhance and broaden our product, software and service offerings in response to changing customer demands and competitive pressure and technologies, but we may not be successful.

Any such occurrence could have a material and adverse effect on our business, results of operations, and financial condition. 16 Table of Contents We plan to enhance and broaden our product, software and service offerings in response to changing customer demands and competitive pressure and technologies, but we may not be successful.

If we are unable to achieve market acceptance, our investors could lose their entire investment. 15 Table of Contents Enterprise and consumer customers may not use our products in sufficient numbers, which could result in decreased revenue projections and profits. Customers may not accept any of our products as effective, reliable, or cost-effective.

If we are unable to achieve market acceptance, our investors could lose their entire investment. 17 Table of Contents Enterprise and consumer customers may not use our products in sufficient numbers, which could result in decreased revenue projections and profits. Customers may not accept any of our products as effective, reliable, or cost-effective.

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.

Our Board of Directors has affirmatively determined that Ford Fay, Steve Beabout, Sandy Shoemaker and Kristen Pederson 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.

(a)(2) Financial Statement Schedules We do not have any financial statement schedules required to be supplied under this Item. (a)(3) Exhibits Refer to (b) below. (b) Exhibits Exhibit Reference Filed or Furnished Number Exhibit Description Form Exhibit Filing Date Herewith 3.1 Articles of Incorporation of Imagine Media, Ltd.

These include, but are not limited to, inadequate funding, lack of consumer acceptance, competition, product development, and inadequate sales and marketing. The failure by us to meet any of these conditions would have a materially adverse effect upon us and may force us to reduce or curtail operations.

These include, but are not limited to, inadequate funding, lack of consumer acceptance, competition, product development, and inadequate sales and marketing. The failure by us to meet any of these conditions would have a materially adverse effect on us and may force us to reduce or curtail operations.

Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. 45 Table of Contents Outstanding Equity Awards The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers on December 31, 2024: Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) David Gandini (1) 592 - 164 $ 869.20-2,552.00 November 1, 2029 -February 23, 2033 (1) - - 90 $ 1,035 Christopher Whitaker 110 - 87 $ 528.00-2,321.00 February 23, 2028-November 10, 2028 (2) - - - - (1) Under the terms of Mr.

Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. 46 Table of Contents Outstanding Equity Awards The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers on December 31, 2025: Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) David Gandini (1) 592 - 164 $869.20-2,552.00 November 1, 2029 -February 23, 2033 (1) - - - $ 1,035 Christopher Whitaker 110 - 87 $528.00-2,321.00 February 23, 2028-November 10, 2028 (2) - - - - (1) Under the terms of Mr.

If our revenue or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, it will negatively affect our business, financial condition and results of operations. 10 Table of Contents Unfavorable global economic conditions could adversely affect our business, financial condition, or results of operations.

If our revenue or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, it will negatively affect our business, financial condition and results of operations. 13 Table of Contents Unfavorable global economic conditions could adversely affect our business, financial condition, or results of operations.

As of December 31, 2024, specific weaknesses our management identified include: (i) we did not have adequate oversight of physical finished goods inventory held by our third-party product distributor and (ii) an occurrence of management override to our delegation of authority policy.

As of December 31, 2025, specific weaknesses our management identified include: (i) we did not have adequate oversight of physical finished goods inventory held by our third-party product distributor and (ii) an occurrence of management override to our delegation of authority policy.

In addition, reverse stock splits may increase the number of shareholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such shareholders to experience an increase in the cost of selling their shares of common stock and greater difficulty affecting such sales.

In addition, reverse stock splits may increase the number of stockholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares of common stock and greater difficulty affecting such sales.

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.

Off Balance Sheet Arrangements We have no off-balance sheet arrangements as of December 31, 2025, and December 31, 2024. 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.

While our significant accounting policies are described in more detail in the notes to our audited consolidated financial statements appearing elsewhere in this annual report on Form 10-K, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements. 30 Table of Contents Revenue Recognition The Company enters contracts with customers and generates revenue through various combinations of software products and services which include the sale of cloud-based software solutions, detection and data collection hardware devices, and cloud-based data reporting and analysis services.

While our significant accounting policies are described in more detail in the notes to our audited consolidated financial statements appearing elsewhere in this annual report on Form 10-K, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements. 32 Table of Contents Revenue Recognition The Company enters contracts with customers and generates revenue through various combinations of software products and services which include the sale of cloud-based software solutions, tracking and data collection hardware devices, and cloud-based data reporting and analysis services.

ITEM 1A. – RISK FACTORS. As a smaller reporting company, we are not required to provide a statement of risk factors. However, we believe this information may be valuable to our shareholders for this filing. We reserve the right to not provide risk factors in our future filings.

ITEM 1A. – RISK FACTORS. As a smaller reporting company, we are not required to provide a statement of risk factors. However, we believe this information may be valuable to our stockholders for this filing. We reserve the right to not provide risk factors in our future filings.

The decrease in gross margin year over year is due to the Company’s disposal of its first generation SOBRsure devices in the amount of $91,381 due to substantial enhancements to the second generation device available in November 2024, and additional disposal of damaged SOBRcheck devices in the amount of $24,360.

The increase in gross margin year over year is due to the Company’s disposal of its first generation SOBRsure devices in the amount of $91,381 due to substantial enhancements to the second-generation device available in November 2024, and additional disposal of damaged SOBRcheck devices in the amount of $24,360.

Despite these weaknesses in internal controls which were detected in a timely manner through other adjacent internal controls and based on an evaluation of potential impacts to our financial reporting, we conclude in our Annual Report on Form 10-K for the year ended December 31, 2024, our internal controls to produce reliable financial reports and related disclosure were operating effectively.

Despite these weaknesses in internal controls which were detected in a timely manner through other adjacent internal controls and based on an evaluation of potential impacts to our financial reporting, we conclude in our Annual Report on Form 10-K for the year ended December 31, 2025December 31, 2025, our internal controls to produce reliable financial reports and related disclosure were operating effectively.

No assurance can be given that we can or will ever operate profitably. 9 Table of Contents Our quarterly and annual operating results may fluctuate significantly and may not fully reflect the underlying performance of our business.

No assurance can be given that we can or will ever operate profitably. 12 Table of Contents Our quarterly and annual operating results may fluctuate significantly and may not fully reflect the underlying performance of our business.

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.

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.

Disruptive global events generally increase 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.

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.

ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES Audit Fees The aggregate fees billed for the two most recently completed fiscal periods ended December 31, 2025 and December 31, 2024 for professional services rendered by Haynie, independent registered public accounting firm, for the audits for the years ended December 31, 2025 and December 31, 2024, quarterly reviews of our interim consolidated financial statements in 2025 and 2024, 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, 2025 2024 Audit Fees (1) $ 131,500 $ 95,000 Audit Related Fees (2) 1,500 10,000 Tax Fees (3) - - All Other Fees (4) - - Total $ 133,000 $ 105,000 (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.

Based on this assessment, management concluded that, as of the end of the year ended December 31, 2024, our internal controls over financial reporting were effective, and management has identified no material weaknesses.

Based on this assessment, management concluded that, as of the end of the year ended December 31, 2025, our internal controls over financial reporting were effective, and management has identified no material weaknesses.

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.

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. 42 Table of Contents Compensation Committee The Nasdaq rules require us to have two independent compensation committee members upon the listing of our common stock.

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.

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, 2025, our disclosure controls and procedures were effective as of December 31, 2025.

SB-2 3.1 01/31/2008 3.2 Articles of Amendment to Articles of Incorporation to TransBiotec, Inc.

SB-2 3.1 01/31/2008 3.2 Certificate of Amendment to Articles of Incorporation to TransBiotec, Inc.

Auditor Independence The Audit Committee has considered the role of Haynie in providing services to us for the year ended December 31, 2024, and has concluded that such services are acceptable with such firm’s independence. 50 Table of Contents PART IV ITEM 15 ‑ EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements For a list of financial statements and supplementary data filed as part of this Annual Report, see the Index to Financial Statements beginning at page F-1 of this Annual Report.

Auditor Independence The Audit Committee has considered the role of Haynie in providing services to us for the year ended December 31, 2025, and has concluded that such services are acceptable with such firm’s independence. 51 Table of Contents PART IV ITEM 15 ‑ EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements For a list of financial statements and supplementary data filed as part of this Annual Report, see the Index to Financial Statements beginning at page F-1 of this Annual Report.

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.

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. 18 Table of Contents We may be unable to adequately protect our proprietary rights.

Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. During the most recent fiscal year, to the Company’s knowledge, no delinquencies occurred. ITEM 11 - EXECUTIVE COMPENSATION.

Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Recent Accounting Pronouncements New pronouncements issued for future implementation are discussed in Note 1 to our financial statements. Effects of Inflation We do not believe that inflation has had a material impact on our business, revenue or operating results during the periods presented.

Recent Accounting Pronouncements New pronouncements issued for future implementation are discussed in Note 1 to our financial statements. 33 Table of Contents Effects of Inflation We do not believe that inflation has had a material impact on our business, revenue or operating results during the periods presented.

The Insider Trading Policy governs the purchase, sale and other dispositions of our securities that have regular access to material, nonpublic information about the Company in the normal course of their duties, and includes a discussion regarding material, non-public information, a black out policy and prohibition on short selling and hedging transactions.

The Insider Trading Policy governs the purchase, sale and other dispositions of our securities that have regular access to material, nonpublic information about the Company in the normal course of their duties, and includes a discussion regarding material, non-public information, a blackout policy and prohibition on short selling and hedging transactions.

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.

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, 2025.

Reverse Stock Split At the open of the market on April 4, 2025, our 1-for-10 reverse split of our common stock went effective with Nasdaq Capital Markets (“Nasdaq”). As a result, all common stock share amounts, as well as share amounts and exercise and conversion prices have been adjusted to reflect the reverse stock split.

Reverse Stock Split At the open of the market on April 4, 2025, our 1-for-10 reverse split of our common stock went effective with Nasdaq. As a result, all common stock share amounts, as well as share amounts and exercise and conversion prices have been adjusted to reflect the reverse stock split.

Overview We provide non-invasive technology to quickly and discretely monitor, detect and identify the presence of alcohol in individuals. Our mission is to save lives, positively impact behavioral outcomes and individual wellness, increase workplace safety and productivity, and create significant economic benefits.

Overview We provide non-invasive technology to quickly and discretely track and identify the presence of alcohol in individuals. Our mission is to save lives, positively impact behavioral outcomes and individual wellness, increase workplace safety and productivity, and create significant economic benefits.

The following table sets forth information as of December 31, 2024, with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance, aggregated as follows: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plan approved by security holders 3,182 $ 2,178.70 1,860 Equity compensation plan not approved by security holders - - - Total 3,182 $ 2,178.70 1,860 48 Table of Contents ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions, and Director Independence Our Board of Directors and Audit Committee are responsible for reviewing and approving related person transactions, as defined in applicable rules promulgated by the SEC.

The following table sets forth information as of December 31, 2025, with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance, aggregated as follows: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plan approved by security holders 350,000 $ 2,178.70 1,860 Equity compensation plan not approved by security holders - - - Total 350,000 $ 2,178.70 1,860 49 Table of Contents ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions, and Director Independence Our Board of Directors and Audit Committee are responsible for reviewing and approving related person transactions, as defined in applicable rules promulgated by the SEC.

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.

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. 50 Table of Contents Director Independence As of December 31, 2025, our Board of Directors consisted of David Gandini, Ford Fay, Steven Beabout, Sandy Shoemaker and Kristen Pederson.

Nomination and Corporate Governance Committee The Nasdaq Capital Market rules require us to have two independent nomination committee members upon the listing of our common stock.

Nomination and Corporate Governance Committee The Nasdaq rules require us to have two independent nomination committee members upon the listing of our common stock.

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.

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; • 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) Includes an aggregate of 695 vested options to purchase our common stock, and 172 shares underlying warrants held by our officers and directors. 47 Table of Contents We are not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above.

(10) Includes an aggregate of 1,085 vested options to purchase our common stock, and 172 shares underlying warrants held by our officers and directors. 48 Table of Contents We are not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above.

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”.

Audit Committee Financial Expert The 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”.

A delay in filling the vacated position could put a strain on existing personnel, result in a failure to satisfy our contractual obligations, or to effectively implement our internal controls, which could materially harm our business. 12 Table of Contents We may be dependent on outside advisors or consultants to assist us.

A delay in filling the vacated position could put a strain on existing personnel, result in a failure to satisfy our contractual obligations, or to effectively implement our internal controls, which could materially harm our business. We may be dependent on outside advisors or consultants to assist us.

These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission. 27 Table of Contents Although the forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them.

These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our access to capital to fund our continuing operations, our ability to sell our products and services and to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission (“SEC”). 28 Table of Contents Although the forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them.

We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of our insider trading policy is incorporated by reference as Exhibit 19.1 to this Annual Report on Form 10-K.

Aggregated Option Exercises No options were exercised during the year ended December 31, 2024, by our named executive officers.

Aggregated Option Exercises No options were exercised during the year ended December 31, 2025, by our named executive officers.

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.

To that end, our SOBRsafe software platform, along with our integrated hardware devices, SOBRcheck™ and SOBRsure™, used to provide non-invasive alcohol monitoring, detection and identity verification, combine to create a robust solution that has current and potential applications in: ➢ Behavioral health and wellness ➢ Judicial administrative applications ➢ Licensing and integration ➢ Commercial environments, including but not limited to oil and gas, fleet management, telematics, ride share programs, and general workplace safety ➢ Individual consumer use, including co-parenting trust, personal accountability, and adolescent driver safety Our SOBRcheck device is a patent-pending, touch-based identity verification and alcohol detection solution.

To that end, our SOBRsafe software platform, along with our integrated hardware devices, SOBRcheck TM and SOBRsure®, used to provide non-invasive personal alcohol awareness tracking with identity verification, combine to create a robust solution that has current and potential applications in: ➢ Behavioral wellness ➢ Licensing and integration ➢ Commercial environments, including but not limited to oil and gas, fleet management, telematics, ride share programs, and general workplace safety ➢ Individual consumer use, including co-parenting trust, personal accountability, and adolescent driver safety Our SOBRcheck device is a patent-pending, touch-based identity verification and alcohol tracking solution.

Management believes that cash balances and positive working capital at December 31, 2024 provide adequate operating capital for operating activities for the next twelve months after the date these financial statements are issued. Management anticipates additional revenue generation with the release of its second generation SOBRsure device and execution of a comprehensive marketing plan.

Management believes that cash balances and positive working capital at December 31, 2025 do not provide adequate operating capital for operating activities for the next twelve months after the date these financial statements are issued. Management anticipates additional revenue generation with the release of its second-generation SOBRsure device and a comprehensive marketing plan.

Long-Term Incentive Plan Currently, our Company does not have a formal long-term incentive plan in favor of any director, officer, consultant or employee of our Company. 46 Table of Contents ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth, as of March 31, 2025, certain information with respect to our equity securities owned of record or beneficially by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company’s outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

Long-Term Incentive Plan Currently, our Company does not have a formal long-term incentive plan in favor of any director, officer, consultant or employee of our Company. 47 Table of Contents ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth, as of April 10, 2026, certain information with respect to our equity securities owned of record or beneficially by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company’s outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

Our SOBRsure device is a patent-pending, fitness-style wearable band with an alcohol monitoring and detection solution intended for discrete, low-profile and voluntary use providing qualified, real-time alcohol monitoring and GPS tracking. The wearable band is a device which includes a contained sensor which senses alcohol contained in perspiration released through the pores of the skin.

Our SOBRsure device is a patent-pending, fitness-style wearable band with a personal alcohol awareness tracking solution intended for discrete, low-profile and voluntary use providing qualified, real-time alcohol tracking and GPS tracking. The wearable band is a device which includes a contained sensor which senses alcohol contained in perspiration released through the pores of the skin.

Contractual Obligations and Commitments At December 31, 2024, the Company had contractual commitments to make payments under operating leases.

Contractual Obligations and Commitments At December 31, 2025, the Company had contractual commitments to make payments under operating leases.

Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets, including conditions that are outside of our control, such as impacts from the imposition of import and export trade tariffs or military conflicts or wars (such as the ongoing conflicts between Russia and Ukraine, and Israel and Palestine) that can cause exacerbated volatility and disruptions to various aspects of the global economy, and other disruptions to global supply chains.

Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets, including conditions that are outside of our control, such as impacts from the imposition of import and export trade tariffs or military conflicts or wars that can cause exacerbated volatility and disruptions to various aspects of the global economy, and other disruptions to global supply chains.

We currently outsource the manufacturing of devices utilizing the SOBRsafe alcohol monitoring and detection system, and development of our SOBRsafe software to third-party contract manufacturers and developers, respectively. These manufacturers procure all of the raw materials, parts and components for us and provide all necessary facilities and labor to manufacture our products and develop our software.

We currently outsource the manufacturing of devices utilizing the SOBRsafe personal alcohol awareness tracking system, and development of our SOBRsafe software to third-party contract manufacturers and developers, respectively. These manufacturers procure all the raw materials, parts and components for us and provide all necessary facilities and labor to manufacture our products and develop our software.

For the year ended December 31, 2024, our net cash from financing activities consisted of proceeds from the exercise of warrants of $5,340,747, and gross proceeds from the private placement transaction of $8,199,996, offset by payments for transaction costs of equity transactions of $1,224,456.

Gandini’s sons, Greg Gandini and Robert Gandini, are employees of SOBR Safe, Inc. Greg Gandini’s and Robert Gandini’s total compensation during fiscal 2024 was approximately $165,000 and $90,000, respectively. These compensation arrangements are consistent with those made available to other employees of SOBR Safe, Inc. with similar years of experience and positions within the Company.

Gandini’s sons, Greg Gandini and Robert Gandini, are employees of SOBR Safe, Inc. Greg Gandini’s and Robert Gandini’s total compensation during fiscal 2025 was approximately $165,000 and $97,500, respectively. These compensation arrangements are consistent with those made available to other employees of SOBR Safe, Inc. with similar years of experience and positions within the Company.

Beabout assisted with other key management personnel to grow the business from a start-up with $100M in losses to a multi-billion dollar public company. As part of strategic management team, Mr.

During his time there, Mr. Beabout assisted with other key management personnel to grow the business from a start-up with $100M in losses to a multi-billion dollar public company. As part of strategic management team, Mr.

We currently have one “use” patent covering the SOBRsafe alcohol monitoring and detection system and/or the SOBRsafe devices and four provisional patents pending with the United States Patent and Trademark Office. These patents are not specific to the components, but rather the overall solution provided by the SOBRsafe devices and software.

We currently have one “use” patent covering the SOBRsafe personal alcohol awareness tracking system and/or the SOBRsafe devices and four provisional patents pending with the United States Patent and Trademark Office. These patents are not specific to the components, but rather the overall solution provided by the SOBRsafe devices and software.

Beabout was in charge of Tectonic’s legal department and negotiated deals with large companies like Coca-Cola, Anhueser-Busch and Wyndham Hotels. From 1996 to 2015, Mr. Beabout was General Counsel and a member of the strategic management team (executive vice-president) of Starz, a company listed on NASDAQ that competes with HBO and Netflix. During his time there, Mr.

Beabout was in charge of Tectonic’s legal department and negotiated deals with large companies like Coca-Cola, Anhueser-Busch and Wyndham Hotels. From 1996 to 2015, Mr. Beabout was General Counsel and a member of the strategic management team (executive vice-president) of Starz, a company listed on the Nasdaq Capital Market (“Nasdaq”) that competes with HBO and Netflix.

Our marketing and sales of alcohol monitoring and detection products create an inherent risk of claims for product liability. As a result, we carry product liability insurance and will continue to maintain insurance in amounts we consider adequate to protect us from claims.

Our marketing and sales of personal alcohol awareness tracking products create an inherent risk of claims for product liability. As a result, we carry product liability insurance and will continue to maintain insurance in amounts we consider adequate to protect us from claims.

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.

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.

To date, we have generated limited revenue. Our future capital requirements will depend on many factors, including our ability to further develop and sell our products, generate cash flow from operations, and competing market developments. Our ability to achieve future profitability is dependent on a variety of factors, many of which are outside of our control.

Our future capital requirements will depend on many factors, including our ability to further develop and sell our products, generate cash flow from operations, and competing market developments. Our ability to achieve future profitability is dependent on a variety of factors, many of which are outside of our control.

ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 37 Table of Contents PART III ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Directors and Executive Officers The following table sets forth the names and ages of our directors, director nominees, and executive officers as of March 31, 2025, the principal offices and positions with the Company held by each person.

ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 38 Table of Contents PART III ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Directors and Executive Officers The following table sets forth the names and ages of our directors, director nominees, and executive officers as of April 10, 2026, the principal offices and positions with the Company held by each person.

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.

Payments due under these commitments are as follows: Total Due Within 1 Year Operating lease obligations $ 91,993 $ 91,993 Total contractual cash obligations $ 91,993 $ 91,993 For additional information about our contractual commitments for these leases, see “Note 5 – Leases” included in our Notes to Consolidated Financial Statements.

Our business is dependent upon and strategic planning calls for us to develop and commercialize alcohol monitoring and detection devices based on our SOBRsafe technologies which include our hardware devices, SOBRcheck ™ and SOBRsure ™ , and the SOBRsafe software platforms.

Our business is dependent upon, and strategic planning calls for us to develop and commercialize personal alcohol awareness tracking devices based on our SOBRsafe technologies which include our hardware devices, SOBRcheck and SOBRsure, and the SOBRsafe software platforms.

Fiddlers Green Circle, Suite 1400, Greenwood Village, Colorado 80111. We lease our office space under the terms of a commercial lease dated July 31, 2023. The lease is for thirty-nine months and we pay $17,108 per month through fiscal 2025.

Noreen Butler has served as a member of our Board of Directors since October 2022. Ms. Butler’s experience combines over 12 years in senior management and recruitment, following a 7-year career in business development.

Noreen Butler served as a member of our Board of Directors from October 2022 to April 2025. Ms. Butler’s experience combines over 12 years in senior management and recruitment, following a 7-year career in business development.

We have experienced recurring net losses since inception, and as of December 31, 2024, had an accumulated deficit of $98,328,395. We believe that we will continue to incur substantial operating expenses in the foreseeable future as we continue to invest in developing and expanding technology and product offerings, and attract new customers.

We have experienced recurring net losses since inception, and as of December 31, 2025, had an accumulated deficit of $106,873,875. We believe that we will continue to incur substantial operating expenses in the foreseeable future as we continue to invest in developing and expanding technology and product offerings and attract new customers.

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.

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 will need additional capital in the future. Our cash on hand as of December 31, 2025, was $4,759,370 and our current normalized monthly operating cash flow burn rate is approximately $580,000.

Other income consists primarily of interest income earned on cash deposits. The decrease is due to less cash held in liquid investment balances held through fiscal 2024 as compared to 2023.

Other income consists primarily of interest income earned on cash deposits. The increase is due to more cash held in liquid investment balances through fiscal 2025 as compared to 2024.

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.

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.

… 258 more changes not shown on this page.

Top changes in SOBR Safe, Inc.'s 2025 10-K

Item 1A. Risk Factors

Other SOBR 10-K year-over-year comparisons