SOBR Safe, Inc.
For the period ended Dec 31, 2025. Filed Apr 10, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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PART I
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Annual Report includes forward‑looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include the information concerning our possible or assumed future results of operation and events set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include, but are not limited to, statements regarding our outlook, guidance, expectations, beliefs, hopes, intentions and strategies, in which words such as “may,” “if,” “will,” “should,” “intend,” “expect,” “anticipate,” “plan,” “believe,” “estimate,” “project,” “consider,” or similar expressions are used to identify these forward looking statements.
Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that may cause our actual results, performance and achievements to be materially different. Forward-looking statements are not guarantees of future performance, and we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Readers are cautioned not to put undue reliance on any forward-looking statements. Future actual results, events and stockholder values may differ materially from those expressed or implied in these forward-looking statements. The risks, uncertainties, assumptions and other factors that could cause actual results to differ from the results predicted or implied by forward-looking statements include factors discussed in our filings with the SEC, including those disclosed under captions “Risk Factors” and “Management’s Discussion of Analysis of Financial Condition and Results of Operations” in our Annual Reports on Form 10-K (including this annual report) and our Quarterly Reports on Form 10-Q.
SUMMARY RISK FACTORS
General Risks Related to Our Business
| • | Our business plan, which is focused on the development and commercialization of personal alcohol awareness tracking devices, is dependent upon our SOBRsafeTM technology. |
| • | We have a limited operating history and historical financial information upon which you may evaluate our performance. |
| • | Our quarterly and annual operating results may fluctuate significantly and may not fully reflect the underlying performance of our business. |
| • | Unfavorable global economic conditions could adversely affect our business, financial condition, or results of operations. |
| • | We may not be able to meet our future capital needs. |
| • | If we cannot obtain, achieve or sustain profitability or additional funding, our technology and product development and commercialization efforts may be reduced or discontinued, and we may not be able to continue operations. |
| • | Expansion of our operations and sales internationally may subject us to additional risks, including risks associated with unexpected events. |
| • | Regulations, laws and tax laws require compliance efforts that can increase our cost of doing business. Changes to these laws and regulations could impact financial results. |
| • | We need to maintain insurance coverage, which could become very expensive or have limited availability. |
| • | If we are unable to recruit and retain qualified personnel, our business could be harmed. |
| • | We are a relatively small company with a limited number of products and staff. Sales fluctuations and employee turnover may adversely affect our business. |
| • | We may be dependent on outside advisors or consultants to assist us. |
| • | The internal controls we utilize to produce reliable financial reports provide no assurance that we will, at all times, in the future be able to report that our internal controls over financial reporting are effective. |
| • | Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported results of operations. |
Risks Related with Our Intellectual Property
| • | We rely on third party intellectual property licenses and agreements to provide and facilitate the basis for and production of our patent-pending technology, including our manufactured SOBRcheckTM and SOBRsure® devices. |
| • | We may become involved in lawsuits to protect or enforce our patents that would be expensive and time-consuming. |
| • | Substantial costs could be incurred defending against claims of intellectual property infringement. |
| • | We may be unable to adequately protect our proprietary rights. |
| • | We may be unable to protect our trademarks, trade secrets, and other intellectual property rights that are important to our business. |
Risks Associated with Our Products
| • | Rapid technological change could cause our products to become obsolete and if we do not enhance our product offerings through our research and development efforts, we may be unable to effectively compete. |
| • | Failure to keep pace with the latest technological changes could negatively impact our projected revenues. |
| • | Because our technology is innovative and disruptive, we may require additional time to enter the market due to the need to further discover the profile companies within our target markets. |
| • | If our products do not gain market acceptance, prospects for our sales revenue may be affected. |
| • | Enterprise and consumer customers may not use our products in sufficient numbers, which could result in decreased revenue projections and profits. |
| • | We are currently selling our products through direct sales and channel partners and will need time to develop relationships in order to secure customers and grow revenue. |
| • | We need to ensure strong product performance and reliability to maintain and grow our business. |
| • | Our products could contain defects, or they may be installed or operated incorrectly, which could reduce sales of those products or result in claims against us. |
Risks Associated with Our Competition
| • | Because we may face direct competition, we may not be able to operate profitably in our markets. |
| • | Any new competitor could be larger than us and have greater financial and other resources than we do, and those advantages could make it difficult for us to compete with them. |
Risks Related with Our Manufacturing
| • | We have limited experience manufacturing our products in large-scale commercial quantities, and we face a number of manufacturing risks that may adversely affect our manufacturing abilities which could delay, prevent or impair our growth. |
| • | We depend upon third parties to manufacture and supply key components necessary for our products. |
| • | A third-party manufacturer’s inability to produce our products’ components on time and to our specifications could result in lost revenue. |
| • | If we need to replace manufacturers, our expenses and cost of goods could increase, resulting in low profit margins. |
| • | Our business could be adversely affected by reliance on sole suppliers. |
| • | We could experience cost increases or disruptions in supply of raw materials or other components used in our products. |
| • | If critical components become unavailable or contract manufacturers delay their production, our business will be negatively impacted. |
| • | If our contract manufacturers fail to meet our requirements for quality, quantity and timeliness, our business growth could be harmed. |
| • | Although we do not manufacture the products we distribute, if one of the products distributed by us proves to be defective or is misused by an enterprise or consumer customer, we may be subject to liability that could adversely affect our financial condition and results of operations. |
Risks Related to Security
| • | Cyber-attacks and security vulnerabilities could lead to reduced revenue, increased costs, liability claims, or harm to our competitive position. |
| • | Our internal computer systems, or those used by our contractors or consultants, may fail or suffer security breaches, and such failure could negatively affect our business, financial condition and results of operations. |
Risks Related to Ownership of Our Securities
| • | The market price of our common stock may be volatile and may be affected by market conditions beyond our control. |
| • | Our stock price could become more volatile, and your investment could lose value. |
| • | Our common stock has been thinly traded, and we cannot predict the extent to which a trading market will develop. |
| • | The issuance of additional common stock and/or the resale of our issued and outstanding common stock could cause substantial dilution to investors. |
| • | Our existing stockholders may experience dilution if we elect to raise equity capital. |
| • | Future sales of our common stock in the public market could lower the price of our common stock and impair our ability to raise funds in future securities offerings. |
| • | Our management has discretion as to how to use any proceeds from the sale of securities. |
| • | We may be subject to the significant influence of our current stockholders, and their interests may not always coincide with those of our other stockholders. |
| • | Reverse stock splits may decrease the liquidity of the shares of our common stock. |
| • | We may not be able to maintain our listing on the Nasdaq Capital Market (“Nasdaq”), which could have a material adverse effect on us and our stockholders. |
| • | If our common stock is delisted from Nasdaq and becomes subject to the penny stock rules, it would become more difficult to trade our shares. |
REVERSE STOCK SPLIT
At the open of market on April 4, 2025, our 1-for-10 reverse split of our common stock went effective with Nasdaq. As a result, all common stock share amounts, as well as share amounts and exercise and conversion prices have been adjusted to reflect the reverse stock split.
This reverse stock split did not have any impact on the number of authorized shares of common stock, which remains at 100,000,000 shares.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.