SOBR Safe Inc美股招股说明书(2026-01-22版)

SOBR SAFE, INC. This prospectus relates to the resale from time to time by the selling securityholders named herein of up to 3,967,746 shares of comm$0.00001 par value per share (the “Common Stock”), which consists of (i) 370,000 shares of Common Stock issued pursuant to thSecurities Purchase Agreement, dated December 24, 2025, by and between us and the selling securityholders (the “Purchase Agreem We will not receive any cash proceeds from any sale of the shares of our Common Stock by the selling securityholders. We will,receive the net proceeds of any Warrants exercised for cash. We are registering the resale of shares of our Common Stock pursuant to the selling securityholders’ registration rights under certain abetween us and the selling securityholders (the “Registration Rights Agreement”) and to permit the selling securityholders to sell suwithout restriction in the open market. However, the registration of the potential resale shares of our Common Stock hereundernecessarily mean that the selling securityholders will sell the shares. The selling securityholders or their permitted transferees We will pay all expenses incident to the registration of the potential resale of the 3,967,746 shares of our Common Stock offered herthan for any discounts or commissions to any underwriter or broker attributable to the sale of shares of our Common Stock or an Our Common Stock is currently listed on the Nasdaq Capital Market under the symbol “SOBR”. On January 21, 2026, the last quotedfor our Common Stock as reported on Nasdaq was $2.13 per share. Investing in our Common Stock involves risks. SOBR Safe, Inc., currently has limited revenue, and limited assets, is infinancial condition, and you should not invest unless you can afford to lose your entire investment. See “Risk Factors” begipage 12. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved The date of this prospectus is January 21, 2026 About this ProspectusCautionary Statement Regarding Forward-Looking StatementsProspectus SummarySummary of the Offering This prospectus provides additional information about us and the Common Stock offered under this prospectus. This prospectread on our website and the website of the Securities and Exchange Commission. See “Where You Can Find More Information Information contained in, and that can be accessed through our web site, www.sobrsafe.com, shall not be deemed to be part of this proincorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determining w Unless the context indicates or suggests otherwise, references to “we,” “our,” “us,” the “Company,” or the “Registrant” refer to SOInc., a Delaware corporation, and “this offering” refers to the offering contemplated in this prospectus. Neither we nor the Selling Securityholders authorized anyone to provide any information or to make any representations other tcontained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Wresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospeoffer to sell only the shares offered hereby, but only under the circumstances and in jurisdictions where it is lawful to do so. The incontained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delive This prospectus includes trademarks and service marks owned by us, including, without limitation, SOBRsafe™, SOBRcheck™, SOBand our logo, which are our property and are protected under applicable intellectual property laws. This prospectus also contains trtrade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, tradema names and service marks referred to in this prospectus may appear without the ®, ™ orSMsymbols, but such references are not inindicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensotrademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or serviceimply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these othe Table of Contents ABOUT THIS PROSPECTUS This prospectus describes the general manner in which the selling securityholders identified in this prospectus may offer, from timshares of our Common Stock, which may be issued pursuant to the Purchase Agreement or the Warrants, as the case may be. We are nany securities under this prospectus and will not receive any proceeds from the sale of shares of securities by the Selling Securityhold This prospectus is part of a registration statement that we filed with the SEC. This prospectus provides you with general inf