NOTE 3. ASSET PURCHASE

On June 5, 2020, the Company completed a transaction (the “Transaction”) with IDTEC subject to the terms and conditions of the Asset Purchase Agreement (the “APA”). The Transaction, recorded as an asset purchase, was valued at $29,222,955, which consists of the market price as of June 5, 2020 of the Company’s 4,000,000 shares of common stock issued totaling $27,120,000, the value of the APA Note Payable for funds spent by IDTEC and affiliates prior to closing of $1,407,501, and the fair value of warrants issued to IDTEC under a Waiver Under Purchase Asset Agreement and Post Closing Covenant Agreement to purchase 106,667 shares of common stock at an exercise price of $1.50 per share which expires five years after the date of issuance of $695,454.

In determining the fair value of the intangible assets, the Company considered, among other factors, the best use of acquired assets such as the analysis of historical financial performance of the products and estimates of future performance of the products and intellectual properties acquired. The allocation to identifiable intangible assets required extensive use of financial information and management's best estimate of fair value. The Company identified and allocated the value of the asset purchase to intangible assets of $29,175,203 and property and equipment of $47,725.

Subsequent to the Transaction closing, the Company evaluated the fair value of the assets acquired based on discounted net cash flow for the SOBR Safe intellectual technology and market estimates for property and equipment. Based on the assessment of fair value, the Company recognized an asset impairment loss of $25,320,555 during the year ended December 31, 2020.