Business Context and Reporting Period
Company: SOBR Safe, Inc. (SOBR)
Filing Type: Form 8-K (Current Report)
Date of Report: April 24, 2026 (Event Date)
Reporting Period: Current event reporting as of April 24, 2026, with related actions extending to April 30, 2026.
On April 24, 2026, SOBR Safe, Inc. entered into a definitive Merger Agreement with Clean World Ventures, Inc. (CWV). Under the agreement, a wholly-owned subsidiary of SOBR will merge with and into CWV, with CWV surviving as a wholly-owned subsidiary of SOBR. The transaction is structured as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
Key Financial Metrics and Transaction Terms
Ownership Structure (Pro Forma):
- Pre-Merger CWV stockholders: Expected to own approximately 98.3% of the combined company.
- Pre-Merger SOBR stockholders: Expected to own approximately 1.7% of the combined company.
Consideration:
- CWV shareholders will receive SOBR common stock based on an Exchange Ratio.
- Outstanding CWV options will convert to SOBR options on existing terms.
Financial Obligations:
- Placement Agent Fee: SOBR agreed to pay H.C. Wainwright & Co., LLC a cash fee of $1,500,000 upon the closing of the Merger, terminating the prior Placement Agent Agreement.
Capital Structure Changes:
- SOBR seeks stockholder approval for a reverse stock split to comply with Nasdaq's $1.00 minimum closing bid price requirement.
- SOBR seeks approval to increase the number of authorized shares of common stock.
Note: This filing does not provide specific revenue, profit, cash flow, or debt figures for either company. Investors should refer to the upcoming Form S-4 Registration Statement for detailed financial data.
Material Changes and Governance
Change of Control:
- The transaction results in a change of control of SOBR.
- At the Effective Time, the Board of Directors will consist of members determined by CWV, all designated by CWV.
- Executive officers of the combined company will be determined by CWV.
Termination of Agreements:
- The Placement Agent Agreement with H.C. Wainwright & Co., LLC (dated December 22, 2025) will be terminated upon the closing of the Merger.
Guidance, Outlook, and Risks
Timeline and Conditions:
- Expected Closing: Third quarter of 2026.
- Conditions Precedent: Approval by stockholders of both companies, Nasdaq listing approval, effectiveness of the Form S-4 Registration Statement, and satisfaction of customary closing conditions.
Management Commentary and Outlook:
- The combined company intends to maintain its listing on the Nasdaq Capital Market.
- Management anticipates the transaction will qualify as a tax-free reorganization.
Risks and Contingencies:
- Failure to obtain stockholder or regulatory approvals.
- Uncertainty regarding the timing of consummation.
- Risks associated with the combined company's ability to manage expenses and maintain cash resources.
- Potential failure to realize anticipated benefits of the merger.
- Legal proceedings related to the Merger Agreement.
Investor Verification Checklist
- Form S-4 Registration Statement: Verify the detailed financial statements, pro forma data, and risk factors once filed with the SEC.
- Stockholder Approval: Confirm the outcome of the special meetings required to approve the Merger, reverse stock split, and charter amendments.
- Nasdaq Listing Status: Monitor the approval of the listing application for the post-merger entity and the implementation of the reverse stock split.
- Exchange Ratio Details: Review the specific formula and calculation of the Exchange Ratio in the Merger Agreement (Exhibit 2.1).
- Board Composition: Verify the final list of directors and officers designated by CWV for the combined company.