As filed with the Securities and Exchange Commission on January 13, 2026 Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 https://files.reportify.cc/media/production/SOBR7091f5dabdaf51675790d65c07ddc6bc.jpg SOBR Safe, Inc. www.sobrsafe.com (Exact name of registrant as specified in its charter) | Delaware | 3829 | 26-0731818 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standa ...

Market Overview - U.S. stock futures declined on Friday following a higher close on Wednesday, with major benchmark indices showing a decrease [1][2] - The Dow Jones futures fell by 0.12%, S&P 500 by 0.06%, Nasdaq 100 by 0.06%, and Russell 2000 by 0.27% [2] - The SPDR S&P 500 ETF Trust (SPY) decreased by 0.029% to $690.18, while Invesco QQQ Trust ETF (QQQ) fell by 0.014% to $623.84 in premarket trading [2] Economic Data - U.S. initial jobless claims dropped by 10,000 to 214,000 for the week ending Dec. 20, better than market expectations of 223,000 [1] - The 10-year Treasury bond yield was at 4.15%, and the two-year bond yield was at 3.51% [2] - The CME Group's FedWatch tool indicates an 84.5% probability that the Federal Reserve will keep interest rates unchanged in January [2] Company Highlights - Dynavax Technologies (NASDAQ:DVAX) shares surged by 38.19% following Sanofi's announcement to acquire the vaccines company [5] - Davis Commodities Ltd. (NASDAQ:DTCK) reported revenue of $95 million for the six months ending June 30, a 42.1% increase from $66.9 million a year earlier, leading to a 7.19% rise in its shares [4] - Nvidia Corp. (NASDAQ:NVDA) shares rose by 0.58% after announcing a non-exclusive licensing agreement with AI chip startup Groq [5] - Sobr Safe Inc. (NASDAQ:SOBR) shares dropped by 15.61% after announcing a private placement of 1.29 million shares at $1.55 per share [5][6] - Biohaven Ltd. (NYSE:BHVN) shares fell by 14.06% after its Phase 2 study of BHV-7000 in major depressive disorder failed to meet its primary endpoint [13] Analyst Insights - University of Michigan economist Justin Wolfers criticized the media's focus on record stock numbers, stating that U.S. markets are up 18% but lag behind global markets, which have risen by 30% [9][10] - Wolfers highlighted a disconnect between GDP growth of over 4% and a more modest Gross Domestic Income (GDI) growth of 2.4%, suggesting potential job creation stagnation [10]

分组1 - Davis Commodities Ltd reported a revenue of $95 million for the first half of the fiscal year, marking a 42.1% increase from $66.9 million in the same period last year [1] - The company's shares rose by 5.6% to $0.25 in pre-market trading following the financial results announcement [1] 分组2 - Picocela Inc experienced a significant surge of 50.4% to $0.35 in pre-market trading after a previous decline of over 35% [6] - X3 Holdings Co Ltd saw an increase of 30.3% to $0.21 in pre-market trading [6] - Sidus Space Inc rose by 28.2% to $2.82 after announcing the closing of a public offering [6] - Multi Ways Holdings Ltd shares jumped 22.2% to $0.43 after reporting a year-over-year increase in H1 EPS results [6] - Northann Corp gained 19.7% to $0.32 after engaging Linkun Investment and Lu Wang for strategic planning advisory services [6] - Millennium Group International Holdings Ltd increased by 15.8% to $1.54 in pre-market trading [6] - K Wave Media Ltd rose 13.4% to $0.46 after announcing plans to acquire a controlling stake in Hansol Inticube [6] - AlphaTON Capital Corp increased by 11.1% to $0.72 after a previous decline [6] - Sigma Lithium Corp gained 8.6% to $14.67 in pre-market trading [6]

Group 1 - Nvidia Corp. shares increased to $190.16 in overnight trading after announcing a non-exclusive licensing agreement with AI chip startup Groq, which covers its inference technology [1][1][1] - Dynavax Technologies Corp. shares surged 38.2% to close at $15.38 following Sanofi's announcement to acquire the vaccines company [1][1][1] - Sobr Safe Inc. shares jumped 82.3% to close at $2.37 after announcing definitive agreements to issue 1.29 million shares of common stock at $1.55 per share in a private placement [1][1][1] Group 2 - Davis Commodities Ltd. reported revenue of $95 million for the six months ending June 30, a 42.1% increase from $66.9 million a year earlier, but shares fell 8.9% to close at $0.24 [1][1][1] - Biohaven Ltd. disclosed that its Phase 2 proof-of-concept study of BHV-7000 in major depressive disorder did not meet its primary endpoint, with shares gaining 3% to close at $10.81 [1][1][1]

Core Viewpoint - SOBR Safe Inc. experienced significant volatility in its stock price, with a notable drop of 14.35% in after-hours trading following an 82.31% increase during the regular session [1]. Group 1: Private Placement Details - SOBR Safe announced definitive agreements to issue 1.29 million shares of common stock at $1.55 per share, along with associated warrants [2]. - The offering includes Series C and Series D warrants, each allowing the purchase of up to 1.29 million shares at an exercise price of $1.30 per share, with immediate exercisability upon issuance [2]. - The net proceeds from this offering will be allocated towards working capital and general corporate purposes [2]. Group 2: Transaction Structure - H.C. Wainwright & Co. is the exclusive placement agent for the transaction, which is expected to raise approximately $2 million in gross proceeds before fees [3]. - The offering was priced in accordance with Nasdaq rules and is anticipated to close around December 29 [3]. - Series C warrants will expire five years after the resale registration statement becomes effective, while Series D warrants will expire after 24 months [3]. Group 3: Trading Metrics and Technical Analysis - SOBR Safe has a market capitalization of $3.59 million, with a 52-week high of $14.50 and a low of $1.27, indicating a significant decline of 80.41% over the past 12 months [5]. - The stock is currently trading just 8.3% above its 52-week low, suggesting a challenging broader outlook despite potential short-term opportunities [5]. - The company has a relative strength index (RSI) of 62.53, indicating some level of momentum [5]. Group 4: Stock Performance - Benzinga's Edge Stock Rankings indicate that SOBR stock has a negative price trend across all time frames, reflecting ongoing challenges in its market performance [6].

Group 1: RLX Technology Inc - RLX Technology Inc reported quarterly earnings of 3 cents per share on sales of $158.600 million [1] - Shares of RLX Technology rose 6% to $2.47 in pre-market trading following the earnings report [1] Group 2: Other Stocks in Pre-Market Trading - Cidara Therapeutics, Inc. surged 92% to $203.50 after a Schedule 13D Amendment revealed beneficial ownership of 3.37 million shares [4] - Binah Capital Group, Inc. gained 52.2% to $2.17 after posting stronger-than-expected third-quarter results [4] - Expion360 Inc. rose 42.4% to $1.81 following its third-quarter results [4] - Aspire Biopharma Holdings, Inc. surged 31.2% to $0.1380 in pre-market trading [4] - Invivyd, Inc. gained 28.8% to $2.28 after reporting better-than-expected third-quarter financial results [4] - Milestone Scientific Inc. surged 26.3% to $0.4801 after reporting better-than-expected third-quarter sales [4] - Lazydays Holdings, Inc. gained 23.3% to $1.85 after a previous surge [4] - Omeros Corp gained 12.5% to $7.08 following a narrower-than-expected quarterly loss [4] - Nouveau Monde Graphite Inc rose 10% to $3.25 after a decline the previous day [4] Group 3: Declining Stocks in Pre-Market Trading - TSS Inc tumbled 40.2% to $9.10 after reporting a year-over-year decrease in third-quarter results [4] - enVVeno Medical Corp declined 35.8% to $0.42 after an unfavorable FDA appeal decision [4] - Nuvve Holding Corp fell 29.3% to $0.34 after announcing third-quarter results [4] - ESS Tech Inc shares dipped 24.2% to $3.22 after reporting weak quarterly sales [4] - Direct Digital Holdings Inc fell 18.8% to $0.23 after a significant gain the previous day [4] - StubHub Holdings Inc fell 18.8% to $15.28 after worse-than-expected third-quarter EPS results [4] - Mangoceuticals Inc dipped 17.7% to $0.98 after a decline the previous day [4] - Red Cat Holdings Inc dipped 15.1% to $6.57 after worse-than-expected financial results and a lowered FY25 sales guidance [4] - WhiteFiber Inc fell 13.4% to $17.21 after reporting worse-than-expected financial results [4] - Sobr Safe Inc fell 12.4% to $2.21 after a decline the previous day [4]

Core Viewpoint - SOBR Safe, Inc. reported a significant increase in revenue for the third quarter of 2025, highlighting its leadership in next-generation alcohol monitoring and detection technology [1] Financial Highlights - Revenue for the third quarter of 2025 increased by 136.1% year-over-year [1]

Financial Performance - Revenues for the three months ended September 30, 2025, increased to $108,893 from $46,129 in the same period of 2024, marking a growth of 135.8%[16] - Gross profit for the nine months ended September 30, 2025, was $148,715, up from $66,381 in 2024, reflecting a year-over-year increase of 123.8%[16] - The net loss attributable to common stockholders for the nine months ended September 30, 2025, was $6,111,908, compared to $8,291,739 in 2024, indicating a reduction in losses of approximately 26.3%[16] - The company reported a basic and diluted loss per common share of $1.44 for the three months ended September 30, 2025, compared to $58.26 in the same period of 2024[16] - The net loss for the three months ended September 30, 2025, increased to $2,186,628 from $1,841,210 in the prior year, reflecting higher operating losses despite increased interest income[176] - For the nine months ended September 30, 2025, revenues increased by 102.1% to $299,738, driven by a 195.1% increase in SOBRsure device sales and a 412.5% increase in subscriptions[178] - Gross profit for the nine months ended September 30, 2025, was $148,715, with a gross margin of 49.6%, impacted by product replacement costs[180] Cash Flow and Assets - Cash and cash equivalents decreased to $4,711,664 as of September 30, 2025, down from $8,384,042 at the end of 2024, a decline of 43.8%[13] - The company reported a net cash used in operating activities of $5,330,526 for the nine months ended September 30, 2025, compared to $4,911,028 for the same period in 2024, indicating an 8.5% increase in cash outflow[23] - Cash at the end of the period was $4,711,664, down from $8,384,042 at the beginning of the period, reflecting a net change in cash of $(3,672,378)[24] - Total current assets decreased by $3,653,114, from $8,872,074 in December 2024 to $5,218,960 in September 2025[191] Expenses - Operating expenses for the three months ended September 30, 2025, rose to $2,262,993 compared to $1,878,005 in 2024, an increase of 20.4%[16] - General and administrative expenses rose by 41.2% to $2,117,641 for the three months ended September 30, 2025, primarily due to increased payroll and marketing costs[168] - General and administrative expenses for the nine months ended September 30, 2025, increased by 33.5% to $5,756,138, largely due to new marketing programs and increased payroll costs[181] - Research and development expenses decreased by $335,226, or 55.4%, from $604,927 in 2024 to $269,701 in 2025[183] Equity and Liabilities - Total stockholders' equity decreased to $5,967,725 as of September 30, 2025, from $9,802,321 at the end of 2024, a decline of approximately 39.0%[14] - Total current liabilities decreased slightly to $1,222,562 from $1,276,889, a reduction of about 4.3%[13] - Total accrued expenses as of September 30, 2025, amount to $360,012, down from $498,128 as of December 31, 2024[90] Market and Product Development - The company plans to release its second generation SOBRsure™ device in the fourth quarter of 2024, aiming to improve revenue and cash flow[77] - The company’s SOBRsafe technology aims to provide non-invasive alcohol monitoring and detection, with applications in various sectors including workplace safety and individual consumer use[148] - The company anticipates additional revenue generation with the release of its second-generation SOBRsure device and a comprehensive marketing plan[190] Marketing and Sales Strategy - The company has retained six channel partners to enhance sales and marketing efforts for SOBRsafe technology solutions[162] - A comprehensive marketing campaign was launched in March 2025, coinciding with Alcohol Awareness Month, to boost brand recognition and sales efforts[164] - The company plans to generate sales through direct sales to enterprise businesses, agreements with channel partners, and licensing and integration agreements[155] Legal and Compliance - The company has accrued a principal balance of $11,164 plus approximately $22,209 in interest related to a legal proceeding as of September 30, 2025[138] - The company successfully exited the one-year monitoring period by the Nasdaq Listing Qualification staff as of October 31, 2025, eliminating compliance limitations[163] Stock and Financing Activities - The company raised approximately $2,500,000 in net proceeds from the 2023 Debt Offering, which included 15% Original Issue Discount Convertible Notes[95] - The company issued 579,219 shares of common stock upon exercise of warrants during the nine months ended September 30, 2025[106] - The exercise price for Common Stock Purchase Warrants was permanently reduced to $682 per share as part of the Inducement Letters[115] - The company entered into a Warrant Inducement, resulting in the exercise of 9,382 shares at a reduced price of $297 per share, generating gross proceeds of $2,786,174 and net proceeds of $2,425,418 after costs[116]

Summary of SoberSafe Conference Call Company Overview - **Company Name**: SoberSafe (SOBR) - **Industry**: Alcohol monitoring and detection technology - **Market Position**: Publicly traded on NASDAQ, with a focus on replacing traditional breathalyzers with advanced technology [1][2] Core Points and Arguments - **Market Traction**: The company is transitioning from early adoption to market expansion, indicating a positive growth trajectory [2] - **Product Offering**: SoberSafe aims to establish a new standard for alcohol detection through a combination of hardware (SilverCheck and wearable bands) and software (SaaS model) [3][4] - **Target Market**: Focus on behavioral health, with 46,000 facilities in the U.S. and a significant addressable market of 28.9 million individuals diagnosed with alcohol use disorder [5][8] - **Competitive Landscape**: Competing with established players like Soberlink, offering more affordable pricing and advanced features [11][12] - **Sales Strategy**: Direct sales force targeting behavioral health facilities, with additional consumer digital marketing efforts [6][13] Financial and Operational Highlights - **Revenue Growth**: Initial traction with 55 devices installed and around 500 users, indicating progress in market adoption [14] - **Financial Health**: Approximately one year of cash reserves, no debt, and a clean balance sheet, allowing for strategic execution over the next six to eight months [19][20] - **E-commerce Platform**: Launched a new platform for B2B consumers to manage purchases and subscriptions, enhancing customer experience [23][24] International Expansion and Licensing Opportunities - **Global Testing**: Conducting tests in Australia, New Zealand, India, Italy, and the UK, with potential for significant market entry based on successful outcomes [15][16][17] - **Licensing Potential**: Exploring licensing agreements for technology, particularly in India, where a partnership is being established for in-vehicle alcohol detection systems [18][31][32] Technology Comparison - **Superior Detection**: SoberSafe's technology offers early and longer detection capabilities compared to traditional breathalyzers, validated by third-party testing [28][29] Additional Insights - **Board Enhancements**: Recent additions to the board with expertise in governance and scientific advisory roles to strengthen company leadership [21][22] - **Patent Acquisition**: Secured a European patent for the SoberCheck device, opening up additional licensing opportunities in Europe [25][26] This summary encapsulates the key points discussed during the SoberSafe conference call, highlighting the company's strategic direction, market opportunities, and competitive advantages in the alcohol monitoring industry.

PART I – FINANCIAL INFORMATION [ITEM 1 Condensed Consolidated Financial Statements](index=3&type=section&id=ITEM%201%20Condensed%20Consolidated%20Financial%20Statements) This section presents SOBR Safe, Inc.'s unaudited condensed consolidated financial statements and accompanying notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance Sheet Metrics | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :------------------ | | Cash | $8,466,322 | $8,384,042 | | Total Assets | $10,856,720 | $11,171,203 | | Total Current Liabilities | $2,786,735 | $1,276,889 | | Total Stockholders' Equity | $8,039,102 | $9,802,321 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Three Months Ended June 30 | Metric | 2025 | 2024 | Change (%) | | :----- | :------------ | :------------ | :--------- | | Revenues | $104,228 | $54,191 | 92.3% | | Gross profit | $59,884 | $13,035 | 359.4% | | Net loss | $(1,995,485)$ | $(2,077,374)$ | 3.9% | | Basic and diluted loss per common share | $(1.32)$ | $(113.76)$ | 98.8% | Six Months Ended June 30 | Metric | 2025 | 2024 | Change (%) | | :----- | :------------ | :------------ | :--------- | | Revenues | $190,845 | $102,181 | 86.8% | | Gross profit | $110,848 | $36,244 | 205.9% | | Net loss | $(3,874,540)$ | $(4,583,295)$ | 15.5% | | Basic and diluted loss per common share | $(2.77)$ | $(333.84)$ | 99.2% | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) - Total Stockholders' Equity decreased from **$9,802,321** at December 31, 2024, to **$8,039,102** at June 30, 2025[16](index=16&type=chunk)[24](index=24&type=chunk) - **579,219** shares of common stock were issued upon exercise of warrants during the six months ended June 30, 2025[24](index=24&type=chunk)[101](index=101&type=chunk) - A True-up payment related to 2024 PIPE Warrants resulted in a **$(1,640,000)** reduction in stockholders' equity for the six months ended June 30, 2025[24](index=24&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Activities (Six Months Ended June 30) | Cash Flow Activity | 2025 | 2024 | | :----------------- | :------------ | :------------ | | Net cash used in operating activities | $(3,313,203)$ | $(3,049,161)$ | | Net cash provided by financing activities | $3,395,483 | $2,425,418 | | Net Change In Cash | $82,280 | $(623,743)$ | | Cash At The End Of The Period | $8,466,322 | $2,166,404 | [Notes to the Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=9&type=section&id=NOTE%201.%20ORGANIZATION,%20OPERATIONS%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines SOBR Safe, Inc.'s business, significant accounting policies, and operational context - SOBR Safe, Inc. is a hardware and software company headquartered in Greenwood Village, Colorado, providing non-invasive alcohol monitoring and detection, biometric identity verification, and real-time cloud-based alerts through its SOBRsafe™ software and patent-pending products, SOBRcheck™ and SOBRsure™[28](index=28&type=chunk) - Revenue is recognized when control of software products and/or services are transferred to the customer, following a five-step model for contract identification, performance obligation identification, transaction price determination, allocation, and recognition[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - The Company's basic and diluted loss per share are the same for the periods presented because the effect of its dilutive securities (stock options, restricted stock units, warrants, and convertible instruments) is anti-dilutive[64](index=64&type=chunk) - The Company faces concentration risks due to sales to a limited number of customers and reliance on a limited number of component and contract suppliers, which could lead to significant period-to-period revenue shifts or production delays[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk) [NOTE 2. GOING CONCERN](index=13&type=section&id=NOTE%202.%20GOING%20CONCERN) Recurring losses and negative cash flows raise going concern doubts, but management believes current capital and strategic plans ensure adequate funding for the next twelve months - As of June 30, 2025, the Company has an accumulated deficit of approximately **$102,250,000** and experienced negative cash flows from operating activities of approximately **$3,310,000** during the six months ended June 30, 2025[75](index=75&type=chunk) - Management believes cash balances of approximately **$8,470,000** and positive working capital of approximately **$6,010,000** at June 30, 2025, combined with the release of its second-generation SOBRsure™ device and a comprehensive 2025 marketing plan, provide adequate capital for operating activities for the next twelve months[76](index=76&type=chunk) [NOTE 3. INVENTORY](index=13&type=section&id=NOTE%203.%20INVENTORY) Inventory consists of component parts and finished goods, valued at the lower of cost or net realizable value using the FIFO method, with no obsolescence reserves recorded Inventory Composition | Category | June 30, 2025 | December 31, 2024 | | :-------------- | :------------ | :---------------- | | Component parts | $59,081 | $59,081 | | Finished goods | $130,682 | $165,794 | | **Total Inventory** | **$189,763** | **$224,875** | [NOTE 4. PREPAID EXPENSES](index=14&type=section&id=NOTE%204.%20PREPAID%20EXPENSES) Prepaid expenses include insurance, deposits, and other items, with annual insurance premiums prepaid in July 2024 and recognized over the coverage period Prepaid Expenses Composition | Category | June 30, 2025 | December 31, 2024 | | :-------------- | :------------ | :---------------- | | Insurance | $1,664 | $165,041 | | Deposit | $40,736 | $15,736 | | Other | $50,010 | $11,860 | | **Total Prepaid Expenses** | **$92,410** | **$192,637** | - Insurance expense related to prepaid annual general risk and directors & officers insurance premiums was **$167,371** for the six months ended June 30, 2025, compared to **$199,600** for the same period in 2024[78](index=78&type=chunk) [NOTE 5. LEASES](index=14&type=section&id=NOTE%205.%20LEASES) The Company leases its corporate headquarters and office equipment under operating leases, with a lease amendment in April 2023 extending the office lease term and requiring ROU asset and lease liability recognition - Total operating lease expense was **$100,531** for the six months ended June 30, 2025, compared to **$97,755** for the same period in 2024[82](index=82&type=chunk) Operating Lease Liabilities (June 30, 2025) | Category | Amount | | :------------------------------ | :---------- | | Operating lease liabilities, current portion | $118,619 | | Operating lease liabilities, long-term | $30,883 | | **Total operating lease liabilities** | **$149,502** | - The weighted average remaining lease term is **15** months, and the weighted average discount rate is **10%**[83](index=83&type=chunk) [NOTE 6. INTANGIBLE ASSETS](index=14&type=section&id=NOTE%206.%20INTANGIBLE%20ASSETS) Intangible assets primarily consist of SOBRsafe™ Intellectual Technology, amortized over 10 years, with no impairment loss recognized Intangible Assets (SOBRsafe™ Intellectual