Announcement • May 28
SOBR Safe, Inc. Receives Extension For Continued Listing On The Nasdaq Stock Market LLC As previously reported in SOBR Safe, Inc. (the Company)'s Current Report on Form 8-K filed on March 25, 2026, on March 19, 2026, the Company received a deficiency letter (the Letter) from the Listing Qualifications Department (the Staff) of the Nasdaq Stock Market LLC (Nasdaq) notifying the Company that, for the preceding 30 consecutive business days, the closing bid price of the Company's common stock remained below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the Bid Price Requirement). In addition, the Letter noted that the Company effected a 1-for-110 reverse stock split on October 2, 2024, and a 1-for-10 reverse stock split on April 4, 2025, making the cumulative reverse stock split ratio 1-for-1100 (the Reverse Splits) over the last two years. As a result of the Reverse Splits, the Company is not eligible for the 180-day compliance period set in Rule 5810(c)(3)(A) because the Reverse Splits have a cumulative ratio of over 1-for-250. On March 26, 2026 the Company filed a request for a hearing with the Nasdaq Hearings Panel (the Hearings Panel) in response to the Letter and requested a stay of the delisting of the Company's securities from the Nasdaq Capital Market pending a hearing. On March 30, 2026, the Hearings Panel granted the Company a stay of delisting pending the hearing and a final written decision by the Hearings Panel. The delisting hearing was held on April 28, 2026 before the Hearings Panel. At the hearing, the Company presented its plan to regain compliance with the Bid Price Requirement and requested the continued listing of its securities on The Nasdaq Capital Market pending such compliance. On May 21, 2026, the Company received a letter from the Hearings Panel granting the Company's request for continued listing until September 15, 2026, in order to allow the Company to regain compliance with the Bid Price Requirement. The Company's request for continued listing of its securities on The Nasdaq Capital Market until September 15, 2026 was granted subject to the condition that on or before September 15, 2026, the Company shall complete the proposed business combination with Clean World Ventures, Inc., and demonstrate compliance with Nasdaq's Initial Listing Rules. Announcement • May 01
Clean World Ventures, Inc. entered into an agreement to acquire SOBR Safe, Inc. (NasdaqCM:SOBR) in a reverse merger transaction. Clean World Ventures, Inc. entered into an agreement to acquire SOBR Safe, Inc. (NasdaqCM:SOBR) in a reverse merger transaction on April 24, 2026. TThe consideration consists of common equity of Clean World Ventures, Inc. to be issued for common equity of SOBR Safe, Inc. Subject to the terms and conditions of the Merger Agreement, (a) each outstanding share of CWV capital stock, and excluding shares of CWV Capital Stock held as treasury stock immediately prior to the Effective Time and any shares held by dissenting stockholders, will be converted into the right to receive a number of shares of Company common stock, par value $0.00001 and (b) each then-outstanding option to purchase shares of CWV common stock that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, will cease to represent a right to acquire shares of CWV common stock and will be converted into and become an option to purchase shares of Company Common Stock on the existing terms and conditions, subject to adjustment as set forth in the Merger Agreement. Upon the closing of the Merger, CWV stockholders are expected to own approximately 98.3% of the combined company and pre-Merger Company stockholders are expected to own approximately 1.7% of the combined company.
The proposed transaction is subject to the completion of customary due diligence, execution of final binding documents, customary regulatory, Nasdaq’s approval of the listing application to be submitted in connection with the Merger and shareholder approvals, and satisfaction of closing conditions, the effectiveness of the Registration Statement, which includes pre-close third-party financing committed to SOBRsafe of approximately $5.5 million, of which $2.0 million will be used by the SOBRsafe operating company upon closing the transaction and expected to close in the third quarter of 2026.
Victoria Bantz of Clark Hill PLC acted as legal advisor for SOBR Safe, Inc. Frederick M. Lehrer, P.A. acted as legal advisor for Clean World Ventures, Inc. Announcement • Apr 01
SOBR Safe, Inc., Annual General Meeting, May 18, 2026 SOBR Safe, Inc., Annual General Meeting, May 18, 2026.