UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2019

TRANSBIOTEC, INC.

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 – Other Events

Item 8.01 Other Events

As disclosed in our Current Report on Form 8-K filed with the Commission on November 6, 2018, on October 29, 2018, we entered into a non-binding Letter of Intent (“LOI”) with First Capital Holdings, LLC (“FCH”), under which we could potentially acquire certain assets related to robotics equipment from FCH in exchange for shares of our common stock equal to 60% of our then outstanding common stock on a fully-diluted basis. The LOI is subject to various conditions that must be met in order for the parties to close the transaction and had deadlines for certain events to occur to close the transaction. On March 6, 2019, the parties entered into an Amendment No. 1 to the LOI in order to extend certain dates in the LOI, namely: (i) the date for the parties to complete initial due diligence was moved to March 29, 2019, (ii) the date for the parties to execute definitive agreements related to the transaction was moved to March 22, 2019, and (iii) the date to close the transaction was moved to May 31, 2019 (the “Amendment No. 1”).

The description of the Amendment No. 1 set forth in this report is qualified in its entirety by reference to the full text of that document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT 10.1

AMENDMENT NO. 1

TO

LETTER OF INTENT

THIS AMENDMENT NO. 1 TO LETTER OF INTENT is entered into this 6th day of March 2019 by and between TransBiotec, Inc. (“TransBio”) and First Capital Holdings, LLC (“FCH”). TransBio and FCH may each be referred to herein as a “Party” and, together, may be referred to as the “Parties.”

WHEREAS, TransBio and FCH have entered into a Letter of Intent dated October 29, 2018 (the “LOI”) pursuant to which FCH will exchange all of its right, title and interest to certain assets for 60% (on a fully diluted basis) of the common stock of TransBio; and

WHEREAS, the LOI requires that both parties thereto complete their initial due diligence investigations by 12:00 PM Mountain Standard Time on December 8, 2018 unless the Definitive Agreement specifies a different deadline for completion of such due diligence review, that a Definitive Agreement be executed on or before December 15, 2018 and that the closing of the transaction occur on or before December 31, 2018; and

WHEREAS, the Parties have previously orally agreed to extend the above-referenced deadlines and now desire to memorialize that agreement in a written document.

NOW, THEREFORE, in consideration of the mutual benefits to the Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows.

1. Paragraph 8 of the LOI is hereby amended to provide that each Party will have until 11:59 PM (Mountain Standard Time) March 29, 2019 to complete its initial due diligence review, unless the Definitive Agreement specifies a different deadline for completion of such due diligence review.

2. Paragraph 7 of the LOI is hereby amended to provide that a Definitive Agreement must be executed on or before March 22, 2019 in order for the LOI to not automatically terminate unless otherwise agreed by the Parties.

3 Paragraph 2 of the LOI is hereby amended to provide that the closing shall occur on or before May 31, 2019.

4. This Amendment No. 1 to Letter of Intent may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to Letter of Intent to be executed as of the 6^th day of March 2019, by their respective officers thereunto duly authorized.

	TRANSBIOTEC, INC.
	By:	/s/ Charles Bennington
		Charles Bennington, Chief Executive Officer
	FIRST CAPITAL HOLDINGS, LLC
	By:	/s/ Gary Graham
		Gary Graham, Manager

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