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SOBR Safe, Inc.

For the period ended Jun 30, 2026. Filed Aug 14, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 14, 2026

SOBR$0.20-48.0%Stored close · as of Sep 15, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-04-30.

0001477932-26-002680

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-14.

0001477932-26-005085

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 71 previous paragraphs and 98 current paragraphs.

48 unchanged; 13 reworded; 36 added; 10 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (36)

Current report

Revenues of $29,075 for the three months ended June 30, 2026, decreased by $75,153, or 72.1%, as compared to $104,228 for the three months ended June 30, 2025. The decrease was primarily due to lower unit sales resulting from backordered inventory of our SOBRcheck and SOBRsure devices during the quarter.

Current report

For the three months ended June 30, 2026, cost of goods and services was $146,399, resulting in a gross loss of $117,324 and a negative gross margin, compared to cost of goods and services of $44,344 for the three months ended June 30, 2025, which resulted in a gross profit of $59,884 and a gross margin of 57.5%. The decline in gross margin was primarily attributable to the $142,222 write-off of inventory related to the Company's SOBRcheck and SOBRsure devices, recorded in connection with the Board's July 10, 2026 decision to discontinue the Company's legacy alcohol monitoring operations, effective July 31, 2026.

Current report

General and administrative expenses increased by $16,447 from $1,815,028 for the three months ended June 30, 2025, to $1,831,475 for the three months ended June 30, 2026. This change was not material and reflects increases in professional services and marketing spend, largely offset by lower payroll-related and other administrative costs during the quarter.

Current report

The Company had stock-based compensation expense of $5,701 for the three months ended June 30, 2026, compared to $115,252 for the three months ended June 30, 2025, a decrease of $109,551, or 95.1%. The reduction in stock-based compensation expense is due to previously issued equity compensation awards becoming fully vested with no significant issuance of new awards during the quarter.

Current report

During the three months ended June 30, 2026, the Company recognized a non-cash asset impairment loss of $1,105,052 related to the write-down of its SOBRsafe intellectual technology intangible asset, reducing its net carrying value to $0 as of June 30, 2026, compared to $1,246,124 as of December 31, 2025. No impairment loss was recognized during the three months ended June 30, 2025. See Note 7 – Intangible Assets to the accompanying condensed consolidated financial statements for additional information.

Current report

Other income, net decreased by $68,978, or 91.1%, from $75,713 for the three months ended June 30, 2025, to $6,735 for the three months ended June 30, 2026. Other income consists primarily of interest income earned on cash deposits. The decrease is due to lower average cash balances during the three months ended June 30, 2026, as compared to the same period in 2025.

Current report

Interest expense decreased by $309, or 14.5%, from $2,127 for the three months ended June 30, 2025, to $1,818 for the three months ended June 30, 2026. The change was not material.

Current report

Our operating loss increased by $997,530, or 48.2%, from $2,069,071 for the three months ended June 30, 2025, to $3,066,601 for the three months ended June 30, 2026. The increase in our operating loss was primarily attributable to the $1,105,052 non-cash asset impairment loss described above and the decline in gross profit, offset by decreases in stock-based compensation and research and development expenses.

Current report

Our net loss increased by $1,066,199, or 53.4%, from $1,995,485 for the three months ended June 30, 2025, to $3,061,684 for the three months ended June 30, 2026. The increase in our net loss was primarily attributable to the increase in our operating loss as detailed above, offset in part by a decrease in interest expense.

Current report

Results of Operations for Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025

Current report

Revenues of $108,078 for the six months ended June 30, 2026, decreased by $82,767, or 43.4%, as compared to $190,845 for the six months ended June 30, 2025. The decrease was primarily due to backordered sales of our SOBRcheck and SOBRsure devices during the period.

Current report

For the six months ended June 30, 2026, cost of goods and services was $180,484, resulting in a gross loss of $72,406, compared to cost of goods and services of $79,997 for the six months ended June 30, 2025, which resulted in a gross profit of $110,848. The decline in gross margin was primarily attributable to a $142,222 write-off of inventory related to the Company's SOBRcheck and SOBRsure devices, recorded in the second quarter of 2026 in connection with the Board's July 10, 2026 decision to discontinue the Company's legacy alcohol monitoring operations, effective July 31, 2026. As a result of this decision, the Company ceased manufacturing of these devices and does not expect to realize the carrying value of the related inventory through future sales.

Current report

General and administrative expenses increased by $516,967, or 14.2%, from $3,638,497 for the six months ended June 30, 2025, to $4,155,464 for the six months ended June 30, 2026. This increase was primarily attributable to an increase in professional services fees of approximately $258,600 (primarily legal, investor relations, and sales and marketing professional services), an increase in payroll and employee benefits costs of approximately $110,600, an increase in marketing expense of $196,150 (including third-party consumer market research studies), and an increase in Delaware franchise tax and other organizational expenses of approximately $29,400, offset in part by a decrease in human resources and recruiting fees of approximately $43,800 and a decrease in finance and accounting professional services of approximately $13,400.

Current report

The Company had stock-based compensation expense of $12,944 for the six months ended June 30, 2026, compared to $254,930 for the six months ended June 30, 2025, a decrease of $241,986, or 94.9%. The reduction in stock-based compensation expense is due to previously issued equity compensation awards becoming fully vested with no significant issuance of new awards during the period.

Current report

During the six months ended June 30, 2026, the Company recognized a non-cash asset impairment loss of $1,105,052, all of which was recorded during the second quarter of 2026, related to the write-down of its SOBRsafe intellectual technology intangible asset. No impairment loss was recognized during the six months ended June 30, 2025. See Note 7 – Intangible Assets to the accompanying condensed consolidated financial statements for additional information.

Current report

Other income, net decreased by $126,144, or 82.2%, from $153,430 for the six months ended June 30, 2025, to $27,286 for the six months ended June 30, 2026. Other income consists primarily of interest income earned on cash deposits. The decrease is due to lower average cash balances during the six months ended June 30, 2026, as compared to the same period in 2025.

Current report

Interest expense decreased by $508, or 8.8%, from $5,792 for the six months ended June 30, 2025, to $5,284 for the six months ended June 30, 2026. The change was not material.

Current report

Our operating loss increased by $1,354,430, or 33.7%, from $4,022,178 for the six months ended June 30, 2025, to $5,376,608 for the six months ended June 30, 2026. The increase in our operating loss was primarily attributable to the $1,105,052 non-cash asset impairment loss described above and the decline in gross profit, offset by decreases in stock-based compensation and research and development expenses.

Current report

Our net loss increased by $1,480,066, or 38.2%, from $3,874,540 for the six months ended June 30, 2025, to $5,354,606 for the six months ended June 30, 2026. The increase in our net loss was primarily attributable to the increase in our operating loss as detailed above, offset in part by a decrease in interest expense.

Current report

During the six months ended June 30, 2026, the Company initiated a restructuring program reducing its workforce by 11 employees, or approximately 70%, expected to reduce annual operating costs by approximately $1.6 million, with aggregate restructuring charges of approximately $105,000 recorded primarily in the second quarter of 2026. The Company further reduced its workforce by three employees in June 2026. On July 10, 2026, the Board approved the discontinuation of the Company's legacy alcohol monitoring operations, effective July 31, 2026, including the cessation of SOBRcheck and SOBRsure device manufacturing, termination of related software support, further workforce reductions, and exit from the Company's corporate office lease. These actions are expected to reduce annual operating expenses by an additional approximately $1.2 million against approximately $50,000 in one-time exit costs.

Current report

On July 16, 2026, the Company completed a warrant inducement transaction generating approximately $3.1 million in gross proceeds before placement agent fees and offering expenses, which the Company intends to use for working capital, general corporate purposes, the proposed merger described below, and Nasdaq compliance efforts. This financing extends the Company's near-term cash runway but is not by itself sufficient to fund operations for the twelve months following the issuance date of these financial statements.

Current report

The Company is also subject to risks related to its Nasdaq listing. On March 19, 2026, the Company received a deficiency letter regarding the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Following a hearing held April 28, 2026, the Nasdaq Hearings Panel granted the Company's request for continued listing until September 15, 2026, conditioned on the Company completing its proposed merger with Clean World Ventures, Inc. and demonstrating compliance with Nasdaq's initial listing requirements by that date. There can be no assurance that the Company will satisfy these conditions or otherwise regain or maintain compliance; a delisting, should it occur, would materially impair the Company's access to capital markets and the financing sources described above.

Current report

The Company's current cash balances and rate of cash used in operations are not sufficient to fund operations for the twelve months following the date these financial statements are issued. As described above and in Note 1 to the accompanying condensed consolidated financial statements, the Company is pursuing a proposed merger with Clean World Ventures, Inc. and is evaluating additional equity and debt financing alternatives, and management has implemented cost-reduction measures; however, these plans have not been completed, are not currently considered probable of being effectively implemented, and there is no assurance that the Company will obtain additional financing on acceptable terms, or at all, or complete the proposed merger. These conditions raise substantial doubt about the Company's ability to continue as a going concern for the twelve months following the date these financial statements are issued.

Current report

We had net cash used in operating activities of $4,359,606 for the six months ended June 30, 2026, as compared to net cash used in operating activities of $3,313,203 for the six months ended June 30, 2025. For the six months ended June 30, 2026, net cash used in operating activities consisted primarily of our net loss of $5,354,606, offset by non-cash expense items including a $1,105,052 non-cash asset impairment loss, a $142,222 non-cash write-off of obsolete SOBRcheck and SOBRsure device inventory, amortization and depreciation of $144,889, non-cash lease expense of $54,706, bad debt expense of $22,331, stock-based compensation expense of $12,944, and non-cash interest expense of $1,145. The asset impairment loss and inventory write-off were recorded in connection with the Board's approved plan to discontinue the Company's legacy alcohol monitoring operations, effective July 31, 2026. Net cash used in operating activities also reflected changes in our assets and liabilities, primarily consisting of a decrease in prepaid expenses of $193,803 and a decrease in accrued expenses of $532,907, offset in part by a decrease in accounts payable of $130,947.

Current report

Net cash provided by financing activities was $29,304 for the six months ended June 30, 2026, as compared to net cash provided by financing activities of $3,395,483 for the six months ended June 30, 2025. For the six months ended June 30, 2026, net cash provided by financing activities consisted of proceeds from the exercise of stock warrants of $91,068, offset by repayments of notes payable to non-related parties of $61,764. For the six months ended June 30, 2025, net cash provided by financing activities consisted primarily of proceeds from the exercise of stock warrants of $3,680,411, offset by payment of transactional costs for the exercise of warrants of $184,021 and repayments of notes payable to non-related parties of $100,907.
Removed paragraphs (10)

Previous report

Both the SOBRcheck and SOBRsure devices are used in conjunction with our SOBRsafe software solution to generate sales and revenue. Revenue is primarily generated through our business-to-consumer eCommerce platform and business-to-business sales channels including the execution of customer agreements. Revenues of $79,003 for three months ended March 31, 2026 have decreased by $7,614, or a decrease of 8.8%, as compared to the prior period of $86,617. This decrease is primarily due to backorders resulting from inventory constraints for our SOBRsure device leading to approximately $31,000 in deferred revenue, offset by an increase in sales of our SOBRsure software subscriptions of $21,156. During the three months ended March 31, 2026, the Company sold 198 unique SOBRsure devices, representing an increase of 88.6% from 105 unique sales of SOBRsure devices during the three months ended March 31, 2025.

Previous report

The cost of sales for the three months ended March 31, 2026, was $34,085 resulting in a gross profit of $44,918 and a gross margin of 56.9%. The cost of sales for the three months ended March 31, 2025, was $35,563 resulting in a gross profit of $50,964 and a gross margin of 58.8%. The decrease in gross margin is primarily driven by strategic price reductions to the SOBRsure devices and software subscription. The pricing adjustments reflect a proactive approach to enhancing market competitiveness and expanding our customer base.

Previous report

General and administrative expenses increased by $500,520 or 27.4%, from $1,823,469 for the three months ended March 31, 2025, to $2,323,989 for the three months ended March 31, 2026, primarily due to the comprehensive marketing plan implemented in order to position the Company to generate improvements in the generation of both revenues and positive cash flows. Total increase in marketing and advertising spend was $196,150. Additional increases are due to increase in employee headcount, employee payroll and benefits expense of $110,645, legal and investor relation expenses of $125,500, and other consulting fees of $76,753.

Previous report

Stock-based compensation expense was $7,243 for the three months ended March 31, 2026, compared to $139,678 for the three months ended March 31, 2025. The decrease from the prior year in expense of $132,435 is from the completed vesting, forfeitures and cancelations of previous grants. The stock-based compensation expense for both respective periods was related to the issuance of our stock options as compensation to certain consultants and employees that is recognized over the period of service. During 2025 and through the three months ended March 31, 2026, we have not granted additional stock-based compensation units.

Previous report

Other income, net of $17,085 for the three months ended March 31, 2026 is comprised primarily of interest income derived from invested cash balances, as compared to $74,052 for the three months ended March 31, 2025 which was generated from higher cash balances during the prior-year period.

Previous report

Our net loss increased by $413,867 from $1,879,055 to $2,292,922, from the three months ended March 31, 2025, compared to the three months ended March 31, 2026. The change in our net loss and operating loss for the three months ended March 31, 2026, compared to the same prior year period, primarily a result in an increase in selling, general and administrative expenses, offset by decreases in stock-based compensation, research and development expenses and interest income.

Previous report

Management believes that cash balances and positive working capital at March 31, 2026 do not provide adequate operating capital for operating activities for the next twelve months after the date these financial statements are issued. Management anticipates additional revenue generation with the release of its second-generation SOBRsure device and a comprehensive marketing plan. In addition, the Company’s plans and ability to access capital sources and implement expense reduction tactics to preserve working capital provide the opportunity for the Company to continue as a going concern. These plans are contingent upon the actions to be performed by the Company which have been implemented through the quarter and will continue into future periods, however, these conditions have not been met on or before April 30, 2026. As such, substantial doubt about the Company’s ability to continue as a going concern has not been alleviated at March 31, 2026.

Previous report

Our net cash used by financing activities decreased by $3,457,180 from $3,395,484 for the three months ended March 31, 2025, to $61,696 for the three months ended March 31, 2026. For the three months ended March 31, 2026, our net cash from financing activities consisted of financing payments of $61,674 for annual insurance premiums. For the three months ended March 31, 2025, our net cash from financing activities consisted of proceeds from the exercise of warrants of $3,680,411, offset by payments for transaction costs of equity transactions of $184,020 and financing payments of $100,907 for annual insurance premiums.
Reworded paragraphs (13)

Previous wording

On March 9, 2020, our Board of Directors approved the amendment to our Certificate of Incorporation and stockholders holding 52% of our then outstanding voting stock approved an amendment to our Certificate of Incorporation. The Certificate of Amendment to our Certificate of Incorporation was for the purpose of, among other things, changing our name from “TransBiotec, Inc.” to “SOBR Safe, Inc.” The Certificate of Amendment to our Certificate of Incorporation became effective with the State of Delaware on April 24, 2020.

Current wording

On March 9, 2020, our Board approved the amendment to our Certificate of Incorporation and stockholders holding 52% of our then outstanding voting stock approved an amendment to our Certificate of Incorporation. The Certificate of Amendment to our Certificate of Incorporation was for the purpose of, among other things, changing our name from “TransBiotec, Inc.” to “SOBR Safe, Inc.” The Certificate of Amendment to our Certificate of Incorporation became effective with the State of Delaware on April 24, 2020.

Previous wording

Our corporate offices are located at 6400 South Fiddlers Green Circle, Suite 1400, Greenwood Village, Colorado 80111, telephone number (844) 762-7723.

Current wording

Our corporate offices are located at 6300 E. Hampden Ave., Suite C-308, Denver, Colorado 80222, telephone number (844) 762-7723.

Previous wording

We provide non-invasive technologies to quickly and discretely track and identify the presence of alcohol in individuals. Our mission is to deliver reliable, near real-time alcohol tracking solutions that support informed decision-making, promote accountability, and provide measurable value for organizations and individuals. Our non-invasive technologies are integrated within our scalable and patent-pending software platform, SOBRsafe, producing statistical, measurable business and user data. We operate as a single segment designed to enable customers to purchase products directly through channel partners, sales agents or through our enterprise and consumer digital marketing channels. To that end, our SOBRsafe TM software solution, along with our patent-pending integrated hardware devices, SOBRcheck TM and SOBRsure®, used to provide non-invasive alcohol tracking and identity verification, combine to create a robust solution that has current and potential applications in:

Current wording

We provide non-invasive technology to quickly and discreetly monitor, detect and identify the presence of alcohol in individuals. Our mission is to save lives, positively impact behavioral outcomes and individual wellness, increase workplace safety and productivity, and create significant economic benefits. Our non-invasive technologies are integrated within our scalable and patent-pending software platform, SOBRsafeTM, producing statistical, measurable business and user data. We operate as a single segment designed to enable customers to purchase products directly through channel partners, sales agents or through our digital enterprise and consumer channels. To that end, our SOBRsafe software platform, along with our integrated hardware devices, SOBRcheck™ and SOBRsure™, used to provide non-invasive alcohol monitoring, detection and identity verification, combine to create a robust solution that has current and potential applications in:

Previous wording

During the quarter ended March 31, 2026, the following developments occurred:

Current wording

During the six months ended June 30, 2026, the following developments occurred:

Previous wording

Subsequent to the three-months ended March 31, 2026, the following developments occurred:

Current wording

Subsequent to the six months ended June 30, 2026, the following developments occurred as detailed below:

Previous wording

Research and development expenses decreased by $17,231, or 42.1% to $23,693 for the three months ended March 31, 2026, compared to $40,924 for the three months ended March 31, 2025. The decrease in research and development is driven by focusing on improvements to its existing SOBRsafe software platform and enhancements to its mobile application, whereas the prior year spend was primarily driven by more expensive hardware development initiatives including the completion of the second generation of the SOBRsure device and software platform.

Current wording

Research and development expenses decreased by $191,626, or 96.5%, to $7,049 for the three months ended June 30, 2026, compared to $198,675 for the three months ended June 30, 2025. The decrease in research and development is due to the Company making limited improvements to its existing SOBRsafe software platform and mobile application during the quarter, whereas the prior year spend was primarily driven by hardware development initiatives, including the second generation of the SOBRsure device.

Previous wording

Liquidity and Capital Resources for Three Months Ended March 31, 2026 Compared to December 31, 2025

Current wording

Liquidity and Capital Resources for Six Months Ended June 30, 2026, Compared to December 31, 2025

Previous wording

During the three months ended March 31, 2026 and 2025, the Company has incurred recurring losses from operations. Future capital requirements will depend on many factors including the Company’s ability to sell and develop products, generate cash flow from operations, and assess competing market developments. The Company may need additional capital in the near term. Our cash on hand as of March 31, 2026, was $2,106,413 and our current normalized operating cash flow burn rate is approximately $700,000 per month.

Current wording

During the six months ended June 30, 2026 and 2025, the Company incurred recurring losses from operations. Future capital requirements will depend on many factors, including the Company's ability to sell and develop products, generate cash flow from operations, and respond to competing market developments. The Company will need additional capital in the near term. Cash on hand as of June 30, 2026 was $429,068, and net cash used in operating activities averaged approximately $726,600 per month during the six months ended June 30, 2026. As of June 30, 2026, the Company had a working capital deficit of approximately $411,000, compared to positive working capital of approximately $3,534,900 as of December 31, 2025.

Previous wording

Our cash, total current assets, total assets, total current liabilities, and total liabilities as of March 31, 2026, and as of December 31, 2025, respectively, are as follows:

Current wording

Our cash, current assets, total assets, current liabilities, and total liabilities as of June 30, 2026, and as of December 31, 2025, respectively, are as follows:

Previous wording

Our total current assets and total assets decreased as of March 31, 2026, as compared to December 31, 2025, primarily due to normal business operations and the payment of the Delaware franchise tax payable and employee benefit payables.

Current wording

Our total current assets and total assets decreased as of June 30, 2026, as compared to December 31, 2025, primarily due to a decrease in cash on hand of $4,330,302, driven by operating cash used to fund the Company's continuing losses from operations. Total assets also decreased due to a non-cash impairment and amortization of our SOBRsafe intellectual technology intangible asset of $1,105,052 and $141,072, respectively, recorded in connection with the Board's approved plan to discontinue the Company's legacy alcohol monitoring operations, and a decrease in inventory of $146,522, reflecting a write-off of approximately $142,222 of SOBRcheck and SOBRsure device inventory recorded in connection with that same decision, as the Company does not expect to realize the carrying value of this inventory through future sales. The remaining decrease in total assets was attributable to a decrease in prepaid expenses of $193,803 and a decrease in operating lease right-of-use assets of $54,706.

Previous wording

Our total current liabilities decreased as of March 31, 2026, as compared to December 31, 2025. The decrease is primarily due to the payment of accrued expenses related to the Delaware franchise tax payable and employee benefit payables.

Current wording

Our total current liabilities and total liabilities decreased as of June 30, 2026, as compared to December 31, 2025. The decrease was primarily due to the payment of accrued liabilities, including Delaware franchise tax, employee paid-time-off payouts, and severance and other employee-related costs associated with the Company's restructuring program initiated during the second quarter of 2026, of approximately $502,000, a decrease in the current portion of notes payable of approximately $93,000 related to the payoff of our insurance premium financing note, and a decrease in operating lease liabilities of approximately $61,000, offset in part by an increase in deferred revenue of approximately $13,900 related to backordered device sales.

Previous wording

Our net cash used in operating activities increased by $885,704 from $1,705,497 for the three months ended March 31, 2025, to net cash used in operating activities of $2,591,201 for the three months ended March 31, 2026. For the three months ended March 31, 2026, the net cash used in operating activities consisted primarily of our net loss of $2,292,922 offset by non-cash items including amortization and depreciation of $72,445, stock-based compensation expense of $7,243, non-cash lease expense of $27,136 and bad debt expense of $9,022. The net loss and non-cash items have been offset by changes in our assets and liabilities primarily from sources of cash from prepaid expenses of $60,338, other assets of 13,671, accounts payable of $8,567, and deferred revenue of $24,648, balanced by uses of cash for accrued expenses of $492,471 and operating lease liability of $30,337. For the three months ended March 31, 2025, the net cash used in operating activities consisted primarily of our net loss of $1,879,055, offset by non-cash expense items including amortization of $96,366, stock-based compensation expense of $139,678, lease expense of $24,314. The net loss and non-cash items have been offset by changes in our assets and liabilities primarily from sources of cash from inventory of $31,007, other assets of $23,675, balanced by uses of cash for accounts payable of 10,055, accrued expenses of $105,998, and operating lease liabilities of $26,562.

Current wording

For the six months ended June 30, 2025, net cash used in operating activities of $3,313,203 consisted primarily of our net loss of $3,874,540, offset by non-cash expense items including amortization and depreciation of $192,732 and stock-based compensation expense of $254,930, and changes in our assets and liabilities primarily consisting of a decrease in accrued expenses of $133,086.

Previous wording

We had no cash provided by or used in investing activities during the three-month periods ended March 31, 2026 or March 31, 2025.

Current wording

We had no cash provided by or used in investing activities during the six months ended June 30, 2026, or June 30, 2025.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Research and development expenses decreased by $208,857, or 87.2%, to $30,742 for the six months ended June 30, 2026, compared to $239,599 for the six months ended June 30, 2025. The decrease in research and development is due to the Company making improvements to its existing SOBRsafe software platform and mobile application, whereas the prior year spend was primarily driven by hardware development initiatives, including the second generation of the SOBRsure device.