Business Context and Reporting Period
This Form 8-K is filed by SOBR Safe, Inc. on September 14, 2026, reporting the immediate delisting of its common stock from the Nasdaq Capital Market. The Company, incorporated in Delaware, previously traded under the symbol "SOBR" on Nasdaq.
Key Financial Metrics and Liquidity
The filing does not provide specific revenue, profit, or cash flow figures for the current period. However, it discloses the following critical financial status indicators:
- Stockholders' Equity: As reported in the Form 10-Q for the quarter ended June 30, 2026, stockholders' equity fell below the Nasdaq minimum requirement of $2,500,000.
- Bid Price: The closing bid price remained below the $1.00 per share minimum requirement for 30 consecutive business days prior to March 19, 2026.
- Reverse Splits: The Company executed cumulative reverse stock splits of 1-for-1100 over the last two years (1-for-110 on Oct 2, 2024, and 1-for-10 on April 4, 2025), which disqualified it from the standard 180-day compliance period.
Material Changes and Delisting Events
The primary material change is the delisting of common stock effective at the open of trading on September 16, 2026. This decision follows a series of regulatory deficiencies:
- Bid Price Deficiency: Failure to maintain the $1.00 minimum bid price.
- Equity Deficiency: Failure to meet the $2.5 million minimum stockholders' equity requirement.
- Failed Merger Strategy: The Company had entered a Merger Agreement with Clean World Ventures, Inc. (CWV) on April 24, 2026, intended to regain compliance. The Merger required a new Nasdaq listing application. Due to the delisting notice, the Board determined the Merger could not close by the October 15, 2026 termination date, rendering the strategy unviable.
Outlook, Risks, and Management Commentary
Management has decided not to appeal the delisting decision or the equity deficiency to the Nasdaq Hearings Panel to avoid incurring additional expenses, given the high probability that the Merger with CWV will not be consummated in time.
- Future Trading Venue: Common stock will commence quotation on the OTC Markets (specifically the OTCQB tier) under the same ticker symbol "SOBR."
- Risks: The Company faces reduced liquidity and visibility associated with OTC trading. The failure of the merger with CWV eliminates a potential path to financial stabilization and regulatory compliance.
Investor Verification Checklist
- Verify the exact date and time trading transitions from Nasdaq to OTC Markets (expected September 16, 2026).
- Confirm the status of the Merger Agreement with Clean World Ventures, Inc., and whether it has been formally terminated.
- Review the most recent Form 10-Q (filed August 14, 2026) to assess the specific value of stockholders' equity and the company's cash position.
- Monitor the OTC Markets application status for approval on the OTCQB tier.