0001477932-19-005443.txt : 20190918 0001477932-19-005443.hdr.sgml : 20190918 20190918162248 ACCESSION NUMBER: 0001477932-19-005443 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190918 DATE AS OF CHANGE: 20190918 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TransBiotec, Inc. CENTRAL INDEX KEY: 0001425627 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 260731818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84223 FILM NUMBER: 191099968 BUSINESS ADDRESS: STREET 1: 400 N. TUSTIN AVE. STREET 2: SUITE 225 CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 714-667-7139 MAIL ADDRESS: STREET 1: 400 N. TUSTIN AVE. STREET 2: SUITE 225 CITY: SANTA ANA STATE: CA ZIP: 92705 FORMER COMPANY: FORMER CONFORMED NAME: IMAGINE MEDIA LTD DATE OF NAME CHANGE: 20080130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mishal Devadatt M CENTRAL INDEX KEY: 0001531111 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 8500 FLORENCE AVE. E. CITY: DOWNEY STATE: CA ZIP: 90241 SC 13D 1 imle_sc13d.htm SC 13D imle_sc13d.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

TransBiotec, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

89355G108

(CUSIP Number)

 

Devadatt Mishal

400 N. Tustin Ave., Suite 225

Santa Ana, CA 92705

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 28, 2019

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 
 
 

 

CUSIP No. 89355G108

13D

Page 2 of 6 Pages

 

1.

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Devadatt Mishal

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

(a)    ¨

(b)    ¨

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS (see instructions)

 

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

  

NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
WITH

7.

SOLE VOTING POWER

 

20,534,857

8.

SHARED VOTING POWER

 

N/A

9.

SOLE DISPOSITIVE POWER

 

20,534,857

10.

SHARED DISPOSITIVE POWER

 

N/A

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

20,534,857

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.5%

14.

TYPE OF REPORTING PERSON (see instructions)

 

IN

 

 
 
 
 

 

CUSIP No. 89355G108

13D

Page 3 of 6 Pages

 

EXPLANATORY NOTE

 

On August 23, 2019, the Company entered into a Debt Conversion and Common Stock Purchase Agreement (the “Mishal SPA”) with Devadatt Mishal, one of its directors (“Mishal”), under which the Company agreed to issue Mishal 13,134,420 shares of its common stock in exchange for a reduction in the amount we owe Mishal under numerous promissory notes. Mishal’s option to acquire the shares was under the terms of certain Loan Agreement with Promissory Note and Stock Fee agreements entered into between the Company and Mishal. The amount of the debt reduction and, therefore the purchase price of the shares, was $54,478.01. The description of the Mishal SPA set forth in this report is qualified in its entirety by reference to the full text of that document, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The shares were issued to Mr. Mishal on August 28, 2019.

 

Item 1. Security and Issuer.

 

This Statement on Schedule 13D relates to the common stock, par value $0.00001, of TransBiotec, Inc., a Delaware corporation (the “Company”). The Company’s current principal executive offices are located at 400 N. Tustin Ave., Suite 225, Santa Ana, CA 92705.

 

Item 2. Identity and Background.

 

This Statement is being filed by Devadatt Mishal (sometimes referred to as the “Reporting Person”). Mr. Mishal’s address is: 400 N. Tustin Ave., Suite 225, Santa Ana, CA 92705. Mr. Mishal is a director of the Company. During the last five years, the Reporting Person has not been convicted in a criminal proceeding. During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such law. The Reporting Person is a citizen of the United States.

 

Item 3. Source or Amount of Funds or Other Consideration.

 

On August 23, 2019, the Reporting Person entered into the Mishal SPA, under which he acquired 13,134,420 shares of the Company’s common stock in exchange for a $54,478.01 reduction in the amount it owes Mishal under numerous promissory notes. In exchange for the shares of common stock the $54,478.01 due under those notes was extinguished and deemed paid in full.

 

After the acquisition of the 13,134,420 shares under the Mishal SPA, the Reporting Person owned 20,534,857 shares of the Company’s common stock. On August 28, 2019, the Company had 214,626,540 shares of common stock outstanding, making the Reporting Person’s 20,534,857 shares equal to approximately 9.5% of the Company’s outstanding common stock.

 

 
 
 
 

 

CUSIP No. 89355G108

13D

Page 4 of 6 Pages

 

Item 4. Purpose of Transaction.

 

As disclosed in the Explanatory Note and as reported in Item 3, above, the Mishal SPA were entered between the Reporting Person and Company so the Reporting Person could extinguish $54,478.01 in debt owed to him by the Company into shares of the Company’s common stock, allowing the Company to remove the debt obligation off its financial statements. The transaction was done in anticipation of closing the transactions contemplated by APA with IDTEC described above.

 

Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to increase or decrease his position in the Company through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable.

 

The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person intends to review his investment in the Company on a continuing basis. Depending on various factors including, without limitation, the Company’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the Company as he deems appropriate, purchasing additional Shares, selling some or all of his Shares, or changing his intention with respect to any and all matters referred to in Item 4.

  

 

CUSIP No. 89355G108

13D

Page 5 of 6 Pages

 

Item 5. Interest in Securities of the Company.

 

(a) The Reporting Person now beneficially owns 20,534,857 shares of TransBiotec, Inc.’s common stock. Based on 214,626,540 shares issued and outstanding as of August 28, 2019, the Reporting Person currently, beneficially owns approximately 9.5% of the outstanding shares of TransBiotec, Inc.’s common stock.

 

(b) The Reporting Person owns the following rights with respect to the shares of TransBiotec, Inc.’s common stock beneficially owned by him as of the date of this report:

 

Sole Voting Power: 20,534,857

Shared Voting Power: -0-

Sole Dispositive Power: 20,534,857

Shared Dispositive Power: -0-

 

(c) See Item 3 disclosure for transactions that occurred in the last 60 days.

 

(d) None.

 

(e) The Reporting Person is still the beneficial owner of 5% or more of TransBiotec, Inc.’s common stock.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

 

On August 23, 2019, the Company entered into a Debt Conversion and Common Stock Purchase Agreement (the “Mishal SPA”) with Devadatt Mishal, one of its directors (“Mishal”), under which the Company agreed to issue Mishal 13,134,420 shares of its common stock in exchange for a reduction in the amount we owe Mishal under numerous promissory notes. Mishal’s option to acquire the shares was under the terms of certain Loan Agreement with Promissory Note and Stock Fee agreements entered into between the Company and Mishal. The amount of the debt reduction and, therefore the purchase price of the shares, was $54,478.01. The description of the Mishal SPA set forth in this report is qualified in its entirety by reference to the full text of that document, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The shares were issued to Mr. Mishal on August 28, 2019.

 

As of the date of this filing, Mr. Mishal holds additional promissory notes totaling $391,141.02, which notes are convertible into 7,822,820 shares of the Company’s common stock.

 

Item 7. Material to Be Filed as Exhibits.

 

10.1 Debt Conversion and Common Stock Purchase Agreement by and between the Company and Devadatt Mishal dated August 23, 2019

 

 
 
 
 

 

CUSIP No. 89355G108

13D

Page 6 of 6 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

    
Dated: September 13, 2019By:/s/ Devadatt Mishal

 

 

Devadatt Mishal 

 

 
 

 

EX-10.1 2 imle_ex101.htm DEBT CONVERSION AND COMMON STOCK PURCHASE AGREEMENT imle_ex101.htm

EXHIBIT 10.1

 

DEBT CONVERSION AND COMMON STOCK

PURCHASE AGREEMENT

 

This Debt Conversion Common Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of the 23rd day of August, 2019 (the “Effective Date”) by and between TransBiotec, Inc., a Delaware corporation (the “Company”), and Devadatt Mishal, an individual (the “Purchaser”). The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”

 

RECITALS

 

WHEREAS, beginning on August 6, 2014, the Purchaser began loaning the Company money for a variety of purposes pursuant to the terms of Loan Agreement with Promissory Note and Stock Fees (the “Notes”), which entitled the Purchaser to both the repayment of the principal amount loaned to the Company, with interest, and what was termed in the Notes as a “Stock Fee”;

 

WHEREAS, the Stock Fee allows the Purchaser to acquire a certain number of shares of the Company’s common stock, with the number of shares and the purchase price determined by the loan amount for each Note and the Company’s stock price on the date of the Note;

 

WHEREAS, the Purchaser has the right to acquire Thirteen Million One Hundred Thirty Four Thousand Four Hundred Twenty (13,134,420) shares of the Company’s common stock (the “Shares”) for Fifty Four Thousand Four Hundred Seventy Eight Dollars and One Cent ($54,478.01) (the “Purchase Price”);

 

WHEREAS, the Purchaser desires to acquire the Shares in exchange for the Purchase Price, with the Purchase Price to be paid through a reduction in the amounts the Company owes to the Purchaser under certain of the Notes, pursuant to the terms of this Agreement.

 

NOW, THEREFORE, the Parties hereby agree as follows:

 

AGREEMENT

 

1. PURCHASE OF SECURITIES:

 

On the Closing Date (as hereinafter defined), subject to the terms and conditions set forth in this Agreement, the Purchaser hereby agrees to purchase, and the Company hereby agrees to sell, Thirteen Million One Hundred Thirty Four Thousand Four Hundred Twenty (13,134,420) shares of the Company’s common stock (the “Shares”) in exchange for Fifty Four Thousand Four Hundred Seventy Eight Dollars and One Cent ($54,478.01) (the “Purchase Price”), with the Purchase Price being paid through a reduction in the amounts the Company owes to the Purchaser under certain of the Notes. A list of the Stock Fees being exercised for the Shares and the Notes that are being extinguished to pay the Purchase Price are outlined on Exhibit A hereto.

 

Page 1 of 7

 

2. CLOSING AND DELIVERY:

 

a) Upon the terms and subject to the conditions set forth herein, the consummation of the purchase and sale of the Shares (the “Closing”) shall be held simultaneous with the execution of this Agreement, or at such other time mutually agreed upon between the constituent Parties (the “Closing Date”). The Closing shall take place at the offices of counsel for the Company set forth in Section 6 hereof, or by the exchange of documents and instruments by mail, courier, facsimile and wire transfer to the extent mutually acceptable to the Parties hereto.

 

b) At the Closing:

 

(i) The Company and the Purchaser shall execute this Agreement, which shall serve as evidence of ownership of the Shares, free from restrictions on transfer except as set forth in this Agreement. Subsequent to the Closing, at a time chosen by the Company in its sole discretion, the Company will issue a stock certificate to the Purchaser to evidence the Shares.

 

(ii) The Purchaser shall deliver to the Company the Purchase Price through the delivery of the signed Notice of Debt Satisfaction in form attached hereto as Exhibit B.

 

3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY PURCHASER: The Purchaser hereby represents, warrants and agrees as follows:

 

a) Purchase for Own Account. Purchaser represents that he is acquiring the Shares solely for his own account and beneficial interest for investment and not for sale or with a view to distribution of the Shares or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.

 

b) Ability to Bear Economic Risk. Purchaser acknowledges that an investment in the Shares involves a high degree of risk, and represents that he is able, without materially impairing his financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss of his investment.

 

c) Access to Information. The Purchaser acknowledges that the Purchaser has been furnished with such financial and other information concerning the Company, the directors and officers of the Company, and the business and proposed business of the Company as the Purchaser considers necessary in connection with the Purchaser’s investment in the Shares. As a result, the Purchaser is thoroughly familiar with the proposed business, operations, properties and financial condition of the Company and has discussed with officers of the Company any questions the Purchaser may have had with respect thereto. The Purchaser understands:

 

Page 2 of 7

 

(i) The risks involved in this investment, including the speculative nature of the investment;

 

(ii) The financial hazards involved in this investment, including the risk of losing the Purchaser’s entire investment;

 

(iii) The lack of liquidity and restrictions on transfers of the Shares; and

 

(iv) The tax consequences of this investment.

 

The Purchaser has consulted with the Purchaser’s own legal, accounting, tax, investment and other advisers with respect to the tax treatment of an investment by the Purchaser in the Shares and the merits and risks of an investment in the Shares.

 

d) Shares Part of Private Placement. The Purchaser has been advised that the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under the securities law of any state, on the ground, among others, that no distribution or public offering of the Shares is to be effected and the Shares will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(2) of the Act and/or Regulation D as promulgated by the Securities and Exchange Commission under the Act, and under any applicable state blue sky authority. The Purchaser understands that the Company is relying in part on the Purchaser’s representations as set forth herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding the Purchaser’s representations, the Purchaser has in mind merely acquiring the Shares for resale on the occurrence or nonoccurrence of some predetermined event. The Purchaser has no such intention.

 

e) Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following:

 

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

Page 3 of 7

 

Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares unless and until:

 

(i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or

 

(ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws.

 

Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtained.

 

f) Sophisticated Investor Status. The Purchaser is a sophisticated investor.

 

g) No Backup Withholding. The Social Security Number or taxpayer identification shown in this Agreement is correct, and the Purchaser is not subject to backup withholding because (i) the Purchaser has not been notified that he or she is subject to backup withholding as a result of a failure to report all interest and dividends or (ii) the Internal Revenue Service has notified the Purchaser that he or she is no longer subject to backup withholding.

 

4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY COMPANY: The Company hereby represents, warrants and agrees as follows:

 

a) Authority of Company. The Company has all requisite authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

 

b) Authorization. All actions on the part of the Company necessary for the authorization, execution, delivery and performance of this Agreement by the Company and the performance of the Company’s obligations hereunder has been taken or will be taken prior to the issuance of the Shares. This Agreement, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. The issuance of the Shares will be validly issued, fully paid and nonassessable, will not violate any preemptive rights, rights of first refusal, or any other rights granted by the Company, and will be issued in compliance with all applicable federal and state securities laws, and will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the Purchaser through no action of the Company; provided, however, that the Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time the transfer is proposed.

 

Page 4 of 7

 

c) Governmental Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority required on the part of the Company in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby shall have been obtained, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

 

5. INDEMNIFICATION: The Purchaser hereby agrees to indemnify and defend the Company and its officers and directors and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of:

 

(a) Any breach of or inaccuracy in the Purchaser’s representations, warranties or agreements herein;

 

(b) Any disposition of any Shares contrary to any of the Purchaser’s representations, warranties or agreements herein;

 

(c) Any action, suit or proceeding based on (i) a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or any director or officer of the Company under the Act, or (ii) any disposition of any Shares.

 

6. MISCELLANEOUS:

 

a) Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

 

b) Governing Law; Venue. This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among California residents, made and to be performed entirely within the State of California. The Parties agree that any action brought to enforce the terms of this Agreement will be brought in the appropriate federal or state court having jurisdiction over Orange County, California, United States of America.

 

Page 5 of 7

 

c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

d) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

 

e) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent as follows:

 

If to the Company:

TransBiotec, Inc.

400 N. Tustin Ave., Suite 225

Santa Ana, CA 92705

Attn. Chief Executive Officer

Facsimile (___)

with a copy to:

Law Offices of Craig V. Butler

300 Spectrum Center Drive, Suite 300

Irvine, CA 92618

Attn: Craig V. Butler, Esq.

Facsimile (949) 209-2545

If to Purchaser:

Devadatt Mishal

__________________

__________________

Facsimile (___) ___________

 

or at such other address as the Company or Purchaser may designate by ten (10) days advance written notice to the other Party hereto.

 

f) Modification; Waiver. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Purchaser.

 

g) Entire Agreement; Successors. This Agreement and the Exhibits hereto constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof and no Party shall be liable or bound to the other Party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. The representations, warranties and agreements contained in this Agreement shall be binding on the Purchaser’s successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers.

 

h) Expenses. Each Party shall pay their own expenses in connection with this Agreement. In addition, should either Party commence any action, suit or proceeding to enforce this Agreement or any term or provision hereof, then in addition to any other damages or awards that may be granted to the prevailing Party, the prevailing Party shall be entitled to have and recover from the other Party such prevailing Party’s reasonable attorneys’ fees and costs incurred in connection therewith.

 

i) Currency. All currency is expressed in U.S. dollars.

 

Page 6 of 7

 

IN WITNESS WHEREOF, the Parties have executed this Debt Conversion and Common Stock Purchase Agreement as of the date first written above.

 

“Company”

 

“Purchaser”

 

 

 

 

TransBiotec, Inc.

 

Devadatt Mishal,

 

a Delaware corporation

 

an individual

 

 

 

 

By: Charles Bennington

 

Devadatt Mishal

 

Its: Chief Executive Officer

 

 

 

Page 7 of 7

 

Exhibit A

 

List of Notes and Stock Fees

 

Date of

Note

Principal and Interest

Due Under Note

Stock Fee

(Shares)

Amount of Note Used

as Purchase Price

Amount Due Under Note

After Purchase Price(1)

8/6/2014

$14,550

612,245

$13,432.88

$0

11/16/2016

$3,750

1,500,000

$30,804.79

$0

1/17/2017

$15,000

2,500,000

$10,240.34

$20,139.80

8/14/2017

$3,900

169,014

$0

$2,315.89

9/18/2017

$40,000

230,769

$0

$2,296.71

10/19/2017

$20,000

240,000

$0

$2,279.73

2/20/2018

$20,000

739,535

$0

$5,859.77

2/27/2018

$10,000

2,142,857

$0

$16,555.48

4/17/2018

$5,000

5,000,000

$0

$38,159.59

 

Total:

 

13,134,420

$54,478.01

 

(1) As of August 23, 2019.

 

Exhibit A

 

 

Exhibit B

 

Notice of Debt Satisfaction

 

 

 

Exhibit B

 

 

Notice of Debt Satisfaction

 

Pursuant to the terms of that certain Debt Conversion and Stock Purchase Agreement (the “Agreement”) by and between Devadatt Mishal, an individual (the “Purchaser”), and TransBiotec, Inc., a Delaware corporation (the “Company”) dated August 23, 2019, the Purchaser is irrevocably electing to convert the amounts due under certain Loan Agreement with Promissory Note and Stock Fees listed on Exhibit A hereto (the “Notes”) entered into between the Company and the Purchaser totaling $54,478.01 into 13,134,420 shares of common stock of the Company (the “Shares”) according to the conditions set forth in the Agreement.

 

If shares are to be issued in the name of a person other than the Purchaser, the Purchaser will pay all transfer and other taxes and charges payable with respect thereto.

 

The Purchaser acknowledges and agrees that upon receipt of the Shares only the amount indicated on Exhibit A will be due and owing to the undersigned under the Notes.

 

Date of Conversion: August 23, 2019

 

Effective Conversion Price: $0.0043 /share

 

Devadatt Mishal

 

Signature: ____________________________________________

[Print Name of Holder and Title of Signer]

 

Address: _____________________________________________

 

SSN or EIN: ___________________________________________

 

Shares are to be registered in the following name:

 

Name: ________________________________________________

 

 

Address: ______________________________________________

 

 

Tel: __________________________________________________

 

 

Fax: __________________________________________________

 

 

SSN or EIN: ____________________________________________

 

 

Exhibit B

 

 

Exhibit A

 

List of Notes and Stock Fees

 

Date of Note

Principal and Interest

Due Under Note(1)

Amount of Note Used

as Purchase Price

Amount Due Under Note

After Purchase Price(1)

 

8/6/2014

$14,550

$13,432.88

$0

11/16/2016

$3,750

$30,804.79

$0

1/17/2017

$15,000

$10,240.34

$20,139.80

 

(1) As of August 23, 2019

 

 

Exhibit B