Sobr Safe Inc SEC Filings

On 1 July 2025, individual investor Thomas John Corley filed Amendment No. 3 to Schedule 13G regarding his holdings in SOBR Safe, Inc. (SOBR). The filing discloses beneficial ownership of 300,000 common shares, equal to 19.8 % of the 1,516,145 shares outstanding cited in the company’s 23 June 2025 DEF 14A. Corley reports sole voting and dispositive power over the entire position and no shared power. He files under Rule 13d-1(c), certifying the investment is passive with no intent to influence control.

The stake ranks Corley among SOBR’s largest shareholders and positions him just below the 20 % threshold that can trigger heightened regulatory and governance scrutiny. Although the amendment does not detail changes versus prior filings, it confirms continued, concentrated exposure to the company’s equity.

Investors should monitor any future conversion from a Schedule 13G (passive) to a Schedule 13D (active) or material ownership shifts, as either could alter SOBR’s governance dynamics, float liquidity, and market perception.

SOBR Safe, Inc. (Nasdaq: SOBR) has released its 2025 Definitive Proxy Statement ahead of the virtual Annual Meeting scheduled for July 17, 2025. Holders of the 1,516,145 outstanding common shares at the June 9, 2025 record date are being asked to vote on five key proposals.

• Classified Board (Proposal 1): Amend and restate the bylaws to create a staggered three-class board. Directors would serve three-year terms, initially split into Class I (term ends 2026), Class II (2027) and Class III (2028). A 50%+ majority of the shares present or represented by proxy is required.
• Director Elections (Proposal 2): Elect the five nominated directors—Steven Beabout, Ford Fay, David Gandini, Kris Pederson and Sandy Shoemaker—to one-, two- or three-year terms consistent with the outcome of Proposal 1. Election is by plurality vote.
• 2019 Equity Incentive Plan Amendment (Proposal 3): Increase shares available for awards to 350,000, representing roughly 23% of currently outstanding shares. Requires majority approval of votes cast.
• Reverse Stock Split Authority (Proposal 4): Grant the Board discretion, through December 31, 2025, to implement a reverse split between 1-for-2 and 1-for-10 to maintain Nasdaq Capital Market listing. Majority approval of votes cast is needed.
• Auditor Ratification (Proposal 5): Ratify Haynie & Company as independent registered public accounting firm for fiscal 2025. This advisory vote also requires a majority of votes cast.

The Company stresses the importance of quorum (one-third of outstanding shares) and outlines detailed voting procedures, broker non-vote treatment and revocation rights. As of the record date, no preferred stock is outstanding, cumulative voting is not permitted, and insider ownership remains low (directors and officers collectively hold about 1% of shares).

Governance highlights include fully independent Audit, Compensation, and Nominating & Corporate Governance Committees, recently adopted claw-back and insider-trading policies, and enhanced cybersecurity oversight. Compensation data show CEO salary of $300,000 in 2024 with no cash bonus; the amended equity plan is the primary vehicle for future incentives.

Key investor considerations: the classified board may strengthen continuity but limits shareholder influence; the equity plan expansion and potential reverse split introduce dilution and market-price risk but aim to preserve Nasdaq compliance.