SOBR Safe, Inc. filed Amendment No. 2 to its Form S-1 registration statement with the SEC on November 5, 2026, covering the potential resale of up to 4,898,345 shares of common stock issuable upon the exercise of warrants issued under a July 15, 2026 inducement agreement.

Key Highlights

  • Shares covered: Up to 4,898,345 shares of common stock, issuable upon exercise of warrants, are registered for resale by selling securityholders.
  • Warrant origin: The warrants were issued pursuant to an Inducement Offer to Exercise Common Stock Purchase Warrants dated July 15, 2026, between the company and the selling securityholders.
  • Offering price: Shares may be sold at a fixed price of $0.043 per share until the common stock is quoted on the OTCQB, and thereafter at prevailing market or negotiated prices.
  • Last reported price: On November 4, 2026, the last reported sales price for the common stock was $0.043 per share.
  • Shell company status: The company disclosed that it is a shell company as defined in Rule 405 under the Securities Act, with nominal operations and assets consisting solely of a minimal amount of cash and cash equivalents.
  • No proceeds to company: SOBR Safe will not receive cash proceeds from any sale of shares by selling securityholders, though it will receive net proceeds from any warrants exercised for cash.
  • OTC quotation: The common stock is quoted on the OTC Markets OTCID tier under the symbol "SOBR," with the company indicating intent to pursue OTCQB admission but providing no assurance it will be achieved.

SOBR Safe's Shell Company Status and Warrant-Share Registration Details

According to the filing, SOBR Safe, Inc. (OTC:SOBR), a Delaware corporation headquartered in Denver, Colorado, submitted this amended registration statement to permit selling securityholders to resell up to 4,898,345 shares of common stock, par value $0.00001 per share, that are issuable upon the exercise of warrants. The warrants were originally issued under an Inducement Offer to Exercise Common Stock Purchase Warrants dated July 15, 2026, and the selling securityholders include H.C. Wainwright and Co., LLC (or its designees and certain of their assignees), as named in the prospectus.

The filing disclosed that SOBR Safe currently qualifies as a shell company under Rule 405 of the Securities Act, as the company "has nominal operations" and its assets "consist solely of a minimal amount of cash and cash equivalents." The company further stated it has "no present agreements or plans with any third party to be acquired by or to acquire or merge with an operating company." The prospectus characterized the company as having "no operations, limited revenue, and limited assets" and being "in unsound financial condition," warning that investors "should not invest unless you can afford to lose your entire investment."

The company noted that while it intends to pursue an application for admission to the OTCQB tier of OTC Markets, it cannot assure that such quotation will, in fact, be achieved. Until any OTCQB quotation is obtained, shares may be sold at the fixed price of $0.043 per share. SOBR Safe stated it will pay all expenses related to the registration of the potential resale shares, other than discounts, commissions, or certain holder-incurred fees.

What Was Disclosed

SOBR Safe filed an amended S-1 registration statement on November 5, 2026, registering up to 4,898,345 warrant-linked shares for resale by selling securityholders. The company disclosed shell company status, nominal operations, and no current merger or acquisition plans.