SEC Form SC 13D/A filed by SOBR Safe Inc. (Amendment)

SOBR SAFE, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

833592108

(CUSIP Number)

Henry F. Schlueter, Esq.

Schlueter & Associates, P.C.

5655 S. Yosemite Street, Suite 350

Greenwood Village, CO 80111

Tel: 303-292-3883

(Name/Address/Telephone Number of Person Authorized to Receive Notices and Communications)

September 23, 2020 through April 30, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  [   ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

EXPLANATORY NOTES:

Item 1.  Security and Issuer

This Amendment No. 1 to Schedule 13D (this “Amendment 1”) amends and restates the Schedule 13D originally filed on June 5, 2020 (the “Original Schedule 13D”). Except as amended and restated herein, the information set forth in the Original Schedule 13D remains unchanged. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Original Schedule 13D.

This Amendment 1 relates to the $0.00001 par value shares of common stock of SOBR Safe, Inc., formerly known as TransBioTec, Inc., a corporation organized under the laws of the State of Colorado (the “Issuer”). The address of the principal executive office of the Issuer is 6400 S. Fiddlers Green Circle, Suite 1400, Greenwood Village, Colorado 80111.

Item 2. Identity and Background

Item 3.  Source and Amount of Funds or Other Consideration

All of the transactions reported by IDTEC, LLC and First Capital Holdings, LLC in this Schedule 13D/A involve shares of the Issuer issued to IDTEC, LLC pursuant to an Asset Purchase Agreement dated May 6, 2019 (and Amendment No. 1 thereto dated March 9, 2020, together the “APA”) between the Issuer and IDTEC, LLC, and related transactions (together with the asset purchase the “Transaction”), under which IDTEC, LLC was issued (i) 12,000,000 shares of the Issuer’s common stock, (ii) a convertible promissory note ( the “Note”) in the principal amount of approximately $1,485,189 with a conversion price of $0.50 per share, and (iii) a Warrant to purchase up to 320,000 shares of the Issuer’s common stock at an exercise price of $0.50 per share. The 12,000,000 shares were issued in exchange for services and certain assets; the Note was issued as reimbursement for funds spent by IDTEC, LLC related to the Transaction; the Warrant was issued as a result of $158,000 in non-permitted liabilities of the Issuer under the APA.

SOBR SAFE, LLC paid for its shares of Series A-1 Preferred Stock with cash derived from the sale of membership interests pursuant to a private securities offering conducted pursuant to Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended.

Gary J. Graham received the shares held of record by him pursuant to the exercise of options at $1.04 per share, which was paid out of personal funds, and in a distribution from IDTEC, LLC.

Item 4. Purpose of Transaction

The Reporting Persons hold their securities of the Issuer for investment purposes. The Reporting Persons may, from time to time, acquire additional shares of common stock and/or retain and/or sell all or a portion of the shares of common stock held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the common stock held by the Reporting Persons to their respective members. The Reporting Persons intend to evaluate on an ongoing basis this investment in the Issuer and options with respect to such investment. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the common stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, and other future developments.

The Reporting Persons reserve the right to change their purpose and to formulate and implement plans or proposals with respect to the Issuer at any time and from time to time. Any such action may be made by the Reporting Persons alone or in conjunction with other shareholders and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required to be reported herein in accordance with Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a, b) For information regarding beneficial ownership, see the information presented on the cover pages of this Schedule 13D/A. First Capital Holdings, LLC, the successor of IDTEC, LLC, is the holder of record of 2,424,105 of the shares of common stock described on the cover pages of this Schedule 13D/A that report the beneficial ownership of First Capital Holdings, LLC and Gary J Graham. Mr. Gary J. Graham is the beneficial owner of those shares by virtue of his being the manager of First Capital Holdings, LLC. Of the 2,424,105 shares, 143,062 shares underlie outstanding Warrants held by First Capital Holdings, LLC.

First Capital Holdings LLC and Mr. Graham may be deemed to have shared voting and investment power over the shares of common stock held by First Capital Holdings, LLC.

(c) The Reporting Persons have not effected any transactions in securities of the Issuer in the last 60 days.

(d) As of the date of filing this Schedule 13D/A, no person, other than First Capital Holdings LLC and Gary J. Graham, is known to have the power to direct the receipt of dividends from, or proceeds from the sale of, any of the shares owned of record by First Capital Holdings LLC. 

(e) SOBR SAFE, LLC ceased being the beneficial owner of more than 5% of the Issuer’s shares as of June 30, 2020. IDTEC, LLC ceased being the beneficial owner of more than 5% of the Issuer’s shares as of February 5, 2022. First Capital Ventures ceased being the beneficial owner of more than 5% of the Issuer’s shares as of February 10, 2022.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as described herein, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to Be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

January 30, 2024