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

Rhea-AI Summary

SOBRsafe (NASDAQ:SOBR) closed a private placement priced at-the-market under Nasdaq rules, raising approximately $2.0 million gross on December 29, 2025. The offering issued 1,290,324 shares (or pre-funded warrants) plus Series C and Series D warrants each to purchase up to 1,290,324 shares. Purchase price was $1.55 per share and the warrants have an $1.30 exercise price and are exercisable immediately. Series C warrants expire five years after the resale registration effective date; Series D expire 24 months after that date. H.C. Wainwright acted as placement agent; net proceeds will be used for working capital and general corporate purposes.

Positive

• Gross proceeds of approximately $2.0M
• Issued 1,290,324 common shares or pre-funded warrants
• Warrants immediately exercisable at $1.30
• Registration rights agreed to enable resale of issued securities

Negative

• Potential dilution of 1,290,324 shares if warrants exercised
• Net proceeds reduced by placement agent fees and offering expenses
• Resale dependent on filing effectiveness of the Resale Registration Statement

News Market Reaction – SOBR

-10.92%

15 alerts

-10.92% Session close to close

+8.5% Peak Tracked

-10.6% Trough Tracked

$3.87M Market Cap

0.2x Rel. Volume

In the Dec 30 session, SOBR declined 10.92%, reflecting a significant negative market reaction. Argus tracked a peak move of +8.5% during that session. Argus tracked a trough of -10.6% from its starting point during tracking. Our momentum scanner triggered 15 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -10.9% in the session following this news. A negative reaction despite this closin...

Analysis

The stock dropped -10.9% in the session following this news. A negative reaction despite this closing would fit a pattern where capital needs and ongoing losses, as highlighted in the latest 10-Q, remain central concerns. While the prior private placement announcement on Dec 24 coincided with an 82.31% move, completion of the same deal could refocus attention on dilution and cash burn once the immediate news catalyst fades.

Key Figures

Gross proceeds: $2.0 million Shares issued: 1,290,324 shares Series C warrants: 1,290,324 warrants +5 more

8 metrics

Gross proceeds $2.0 million Private placement closing

Shares issued 1,290,324 shares Common stock (or pre-funded warrants) in placement

Series C warrants 1,290,324 warrants Maximum common shares purchasable under Series C

Series D warrants 1,290,324 warrants Maximum common shares purchasable under Series D

Purchase price $1.55 per share Private placement pricing at-the-market

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

Warrant duration C 5 years From effective date of Resale Registration Statement

Warrant duration D 24 months From effective date of Resale Registration Statement

Historical Context

5 past events · Latest: Dec 24 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Dec 24	Private placement deal	Neutral	+82.3%	Announced $2.0M private placement with common shares and warrants.
Nov 12	Earnings update	Positive	+5.8%	Q3 2025 results with 136.1% YoY revenue growth and higher ARR.
Aug 25	Conference participation	Neutral	+4.8%	Announced Gateway Conference presentation and investor meetings.
Aug 07	Earnings update	Positive	+1.2%	Q2 2025 showed strong revenue growth and higher device shipments.
Aug 06	Patent expansion	Positive	-9.8%	European patent for SOBRcheck non-invasive alcohol screening system.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news, including earnings and financing, has more often coincided with positive moves, though the European patent update saw a notable negative divergence.

Recent Company History

Over the last six months, SOBR has issued a mix of operational, financing, and corporate updates. A prior $2.0M private placement announcement on Dec 24 coincided with a strong 82.31% move. Q2 and Q3 2025 results highlighted triple-digit revenue growth but ongoing losses and cash usage. A European patent grant on Jul 10, 2025 preceded a -9.8% reaction. Today’s closing of the private placement follows through on the December financing plans.

Key Terms

private placement, pre-funded warrants, warrants, Regulation D, +4 more

8 terms

private placement financial

"announced the closing of its previously announced private placement priced at-the-market"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

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.

View in glossary

Regulation D regulatory

"a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act") 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.

Section 4(a)(2) regulatory

"a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

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

"will expire twenty-four months after the effective date of the Resale Registration Statement"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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DENVER, CO / ACCESS Newswire / December 29, 2025 / SOBR Safe, Inc. (NASDAQ:SOBR) ("SOBRsafe" or the "Company"), the leader in next-generation alcohol monitoring and detection technology, today announced the closing of its previously announced private placement priced at-the-market under Nasdaq rules 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. The warrants have an exercise price of $1.30 per share and are 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. acted as the exclusive placement agent for the offering. Aegis Capital Corp. received a cash tail fee.

The aggregate gross proceeds to the Company from the offering were approximately $2.0 million, before deducting placement agent fees and other offering expenses. 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 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

What did SOBRsafe (SOBR) announce on December 29, 2025?

SOBRsafe closed a private placement raising approximately $2.0 million gross through issuance of 1,290,324 shares (or pre-funded warrants) and matching Series C and D warrants.

How many warrants did SOBRsafe (SOBR) issue and what are their terms?

SOBRsafe issued Series C and Series D warrants each to buy up to 1,290,324 shares; warrants are exercisable immediately at $1.30 per share with expirations tied to the resale registration effective date.

What price did SOBRsafe (SOBR) sell shares for in the private placement?

Shares (or pre-funded warrants) were sold at a purchase price of $1.55 per share.

How will SOBRsafe (SOBR) use the proceeds from the December 2025 placement?

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

Who acted as placement agent for SOBRsafe's (SOBR) offering?

H.C. Wainwright & Co. served as the exclusive placement agent; Aegis Capital received a cash tail fee.

Will SOBRsafe (SOBR) be able to resale the unregistered securities immediately?

Resale requires effectiveness of the agreed Resale Registration Statement; resale is not permitted until registration or an applicable exemption.