SOBR Safe (SOBR) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled for July 22, 2024, to vote on a single proposal regarding the issuance of up to 20,638,326 shares of common stock upon exercise of a new warrant issued June 4, 2024.

• The new warrant was issued as part of an inducement agreement for the exercise of existing warrants, with an exercise price of $0.27 per share, subject to shareholder approval under Nasdaq rules.

• If approved, the issuance will significantly dilute existing shareholders' economic and voting interests, though their absolute share count will not decrease.

• If not approved, the company must continue to call special meetings every 60 days until approval is obtained or the warrant is no longer outstanding.

• The board recommends voting in favor of the proposal.

Voting matters and shareholder proposals

• Only one matter is up for vote: approval of the issuance of up to 20,638,326 shares upon exercise of the new warrant.

• Approval requires a majority of shares present or represented by proxy and entitled to vote.

• Abstentions count as votes against; broker non-votes have no effect.

• No appraisal rights are available to shareholders for this proposal.

• Proposals for the 2025 annual meeting must be submitted by March 5, 2025, unless the meeting date changes significantly.

Board of directors and corporate governance

• The board consists of six members, including the CEO, CFO, and four directors.

• All officers and directors as a group own 5.6% of outstanding common stock as of June 13, 2024.

• No current arrangements exist that would result in a change in control.