SOBRsafe Announces $2 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

SOBRsafe (Nasdaq:SOBR) entered definitive agreements for a private placement expected to raise approximately $2.0 million gross through the sale of 1,290,324 common shares (or pre-funded warrants) at $1.55 per share and associated warrants. The company will also issue Series C and Series D warrants to purchase up to 1,290,324 shares each; warrants carry a $1.30 exercise price and are exercisable immediately.

H.C. Wainwright & Co. is the exclusive placement agent. Closing is expected on or about December 29, 2025. Proceeds are intended for working capital and general corporate purposes. Securities were sold to accredited investors under Section 4(a)(2)/Reg D and are subject to a resale registration obligation.

Positive

• Aggregate gross proceeds of $2.0 million
• Warrants exercisable immediately at $1.30 per share
• Exclusive placement agent: H.C. Wainwright

Negative

• Immediate potential dilution of up to 3,870,972 shares
• Offering priced at $1.55 per share may dilute existing equity
• Securities unregistered; resale depends on Resale Registration

Key Figures

Private placement size $2.0 million gross proceeds Aggregate gross proceeds expected from offering

Shares offered 1,290,324 common shares Shares of common stock (or pre-funded warrants) to be issued

Purchase price $1.55 per share Private placement purchase price under Nasdaq rules

Warrant exercise price $1.30 per share Exercise price for Series C and Series D warrants

Series C warrant term Five years Expiration after effective date of Resale Registration Statement

Series D warrant term Twenty-four months Expiration after effective date of Resale Registration Statement

Closing date On or about December 29, 2025 Expected closing of private placement

Warrants issued 1,290,324 Series C and 1,290,324 Series D Aggregate warrants to purchase common stock

Market Reality Check

$2.13 Last Close

Volume Pre-news volume of 20,803 is well below the 20-day average of 109,342 (relative volume 0.19), indicating light trading ahead of this private placement announcement. low

Technical Shares traded below the 200-day MA before the news, at $1.30 versus a 200-day MA of $3.43, and sat just above the $1.27 52-week low and far below the $14.50 52-week high.

Peers on Argus 2 Down

Momentum data flagged sector peers SVRE and FCUV moving down (about -8.5% and -11.39%) on the scanner, while the target’s scanner direction was set to up. Other tracked peers also showed mixed moves, suggesting today’s financing news is stock-specific rather than a coordinated sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 12	Q3 2025 earnings	Positive	+5.8%	Strong YoY revenue and ARR growth despite wider operating loss.
Aug 25	Conference appearance	Positive	+4.8%	Gateway Conference participation and investor presentation scheduling.
Aug 07	Q2 2025 earnings	Positive	+1.2%	Revenue and ARR growth, improved gross margin, expanding device shipments.
Aug 06	Patent expansion	Positive	-9.8%	European patent granted for SOBRcheck non‑invasive alcohol screening.
Jul 29	Tech validation	Positive	-5.4%	Third‑party testing confirmed strong sensing performance for SOBRsure GEN 2.

Pattern Detected

Recent history shows generally positive price reactions to growth/earnings and conference updates, but occasional selloffs on otherwise constructive technology or IP news.

Recent Company History

Over the last six months, SOBR has reported rapid revenue growth and product traction, with Q2 and Q3 2025 earnings showing rising sales but continued losses. A European patent for SOBRcheck™ and strong third‑party validation for SOBRsure™ GEN 2 highlighted technology strength, though those milestones saw mixed price reactions. The latest 10‑Q noted substantial operating losses and going‑concern language, so this $2.0 million private placement fits an ongoing pattern of raising capital to support operations.

Market Pulse Summary

The stock surged +82.3% in the session following this news. A strong positive reaction aligns with the company’s need to fund operations given recent operating losses and going‑concern language in its 10‑Q. Investors previously responded constructively to growth and earnings updates, but technology milestones sometimes saw selling. With this at‑the‑market private placement including $2.0 million of gross proceeds and new warrants, attention would likely focus on how efficiently the fresh capital supports revenue growth versus potential dilution pressure.

Key Terms

private placement financial

"at a purchase price of $1.55 per share ... in a private placement priced at-the-market"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

at-the-market financial

"common stock ... in a private placement priced at-the-market under Nasdaq rules."

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

pre-funded warrants financial

"1,290,324 shares of its common stock (or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"Series C warrants to purchase up to an aggregate of 1,290,324 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

accredited investors financial

"The securities were offered only to accredited investors."

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

registration rights agreement regulatory

"Pursuant to a registration rights agreement, the Company has agreed to file"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Resale Registration Statement regulatory

"the effective date of the Resale Registration Statement (as defined below)"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Regulation D regulatory

"under Section 4(a)(2) of the Securities Act of 1933, as amended ... and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. Not financial advice.

DENVER, COLORADO / ACCESS Newswire / December 24, 2025 / SOBR Safe, Inc. (Nasdaq:SOBR) ("SOBRsafe" or the "Company"), the leader in next-generation alcohol monitoring and detection technology, today announced that it has entered into definitive agreements for the issuance and sale of 1,290,324 shares of its common stock (or pre-funded warrants in lieu thereof), Series C warrants to purchase up to an aggregate of 1,290,324 shares of common stock and Series D warrants to purchase up to an aggregate of 1,290,324 shares of common stock, at a purchase price of $1.55 per share (or pre-funded warrant in lieu thereof) and associated warrants in a private placement priced at-the-market under Nasdaq rules. The warrants will have an exercise price of $1.30 per share and will be exercisable immediately upon issuance. The Series C warrants will expire five years after the effective date of the Resale Registration Statement (as defined below) and the Series D warrants will expire twenty-four months after the effective date of the Resale Registration Statement.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $2.0 million, before deducting placement agent fees and other offering expenses. The offering is expected to close on or about December 29, 2025, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act") and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants sold in the offering, have not been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered securities to be issued in the offering (the "Resale Registration Statement").

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About SOBRsafe™

Through next-generation alcohol detection technology, we enable trust and empower recovery ... with a human touch. SOBRsafe's advanced transdermal (touch-based) technology detects and reports in real-time the presence of alcohol as emitted through a user's skin - no breath, blood, or urine samples are required. With a powerful backend data platform, SOBRsafe provides passive, dignified screening and monitoring solutions for the behavioral health, family law and consumer markets, and for licensing and integration. To learn more, visit www.sobrsafe.com.

Safe Harbor Statement

Our prospects here at SOBRsafe are subject to uncertainties and risks. This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934, including statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of net proceeds from the offering, and the Company intends that such forward-looking statements be subject to the safe harbor provided by the foregoing. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this news release. The Company cannot predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should consider statements that include the words "believes", "expects", "anticipates", "intends", "estimates", "plans", "projects", "should", or other expressions that are predictions of or indicate future events or trends, to be uncertain and forward-looking. We caution readers not to place undue reliance upon any such forward-looking statements. The Company does not undertake to publicly update or revise forward-looking statements, whether because of new information, future events or otherwise. Additional information respecting factors that could materially affect the Company and its operations are contained in the Company's filings with the SEC which can be found on the SEC's website at www.sec.gov.

Company Contact:

IR@sobrsafe.com

Investor Relations Contact:

Scott Liolios or Taylor Stadeli
Gateway Group
949-574-3860
SOBR@gateway-grp.com

SOURCE: #SOBR Safe, Inc.

View the original press release on ACCESS Newswire

FAQ

How much did SOBRsafe (SOBR) raise in the December 24, 2025 private placement?

The private placement is expected to raise approximately $2.0 million in gross proceeds.

What securities did SOBRsafe (SOBR) issue in the December 2025 offering?

SOBRsafe issued 1,290,324 common shares (or pre-funded warrants) plus Series C and D warrants to purchase up to 1,290,324 shares each.

At what price were SOBRsafe (SOBR) shares sold and what is the warrant exercise price?

Shares were priced at $1.55 per share and warrants have an exercise price of $1.30 per share.

When is the SOBRsafe (SOBR) private placement expected to close?

The offering is expected to close on or about December 29, 2025, subject to customary conditions.

How does the SOBRsafe (SOBR) company intend to use the net proceeds from the offering?

The company intends to use net proceeds for working capital and general corporate purposes.

Are the securities from the SOBRsafe (SOBR) offering registered with the SEC?

No; the securities were sold in a private placement to accredited investors and are unregistered, subject to a resale registration agreement.