SOBR Safe, Inc.

SOBR Safe, Inc. announced the mutual termination of its Agreement and Plan of Merger and Reorganization with Clean World Ventures, Inc. and Roy DiBenerdini. The termination, effective September 17, 2026, includes a mutual release of claims related to the merger agreement and its associated documents, with the exception of claims related to breaches of the termination agreement or the existing Non-Disclosure Agreement. As part of the termination, SOBR Safe will withdraw its registration statement on Form S-4.

SOBR Safe, Inc. announced the closing of a warrant inducement agreement, generating approximately $3.1 million in gross proceeds. Holders of 2,360,648 existing warrants exercised them for cash at $1.30 per share. In consideration, the company issued new unregistered Series E and Series F warrants, totaling up to 4,721,296 shares, also with an exercise price of $1.30 per share. The net proceeds are intended for working capital and general corporate purposes.

SOBR Safe's Board of Directors approved discontinuing all revenue-generating operations from its alcohol monitoring hardware and software solutions, including SOBRcheck, SOBRsure, and SOBRsafe services, effective July 31, 2026. This restructuring aims to preserve cash for a proposed business combination with Clean World Ventures, Inc. The company expects to reduce annual operating costs by approximately $1.2 million and incur about $50,000 in related charges, primarily for severance and termination costs.

SOBR Safe, Inc. received an extension from the Nasdaq Hearings Panel until September 15, 2026, to regain compliance with the minimum $1.00 bid price requirement. This extension is conditional on the company completing a proposed business combination with Clean World Ventures, Inc. and meeting Nasdaq's Initial Listing Rules by the deadline. The company had previously received a deficiency notice on March 19, 2026, due to its stock trading below $1.00 and was not eligible for the standard compliance period due to cumulative reverse stock splits.

SOBR Safe, Inc. initiated a restructuring plan on May 7, 2026, involving a reduction of 11 employees, representing approximately 70% of its workforce. This action is intended to reduce operating costs and align the company's structure following its recent merger agreement with Clean World Ventures Inc. The company anticipates annual operating cost savings of approximately $1.6 million from this reduction. Associated restructuring charges, estimated at $105,000 for severance and contract termination, are expected to be recorded primarily in the second quarter of 2026.

SOBR Safe, Inc. filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amendment was filed to include the auditor's consent and new certifications from the Principal Executive Officer and Principal Financial Officer, which were inadvertently omitted from the original filing. The company clarified that this amendment does not update any other disclosures or reflect events occurring after the original filing date.

SOBR Safe, Inc. has entered into a definitive agreement to merge with Clean World Ventures, Inc. (CWV), a zero-carbon Green Energy technology company. Upon closing, CWV stockholders are expected to own approximately 98.3% of the combined public company, with SOBR Safe stockholders owning 1.7%. The combined entity will operate as Clean World Ventures, focusing on distributed green hydrogen and clean electricity generation for power-intensive applications like AI data centers. SOBR Safe plans to explore strategic alternatives for its existing alcohol monitoring and detection technology business, which will initially operate independently. The merger is expected to close in Q3 2026, subject to stockholder and regulatory approvals, and includes approximately $5.5 million in pre-close financing for SOBRsafe.

SOBR Safe, Inc. reported a net loss of $(2.29) million for Q1 2026, an increase from $(1.88) million in Q1 2025, on revenues of $79,003, down from $86,617 year-over-year. The company experienced a significant decrease in cash, with net cash used in operating activities rising to $(2.59) million. Management has raised substantial doubt about the company's ability to continue as a going concern due to recurring losses, negative cash flows, and limited liquidity, with existing cash not sufficient for the next 12 months. The company is also facing risks related to its Nasdaq listing and is pursuing an uncertain merger with Clean World Ventures, Inc.

SOBR Safe, Inc. announced the postponement of its 2026 Annual Meeting of Stockholders. The meeting was initially set for Monday, May 18, 2026. The company's Board of Directors will determine a new date and provide updated information, including any revised record date for voting, in a future communication.

SOBR Safe, Inc. has filed its annual report on Form 10-K for the fiscal year ended December 31, 2025. The company is classified as a smaller reporting company. As of June 30, 2025, the aggregate market value of voting and non-voting stock held by non-affiliates was $3,512,153, based on a last reported sales price of $2.89 per share.