SOBR Safe (SOBR) adds auditor consent, officer certifications in 10-K/A

Rhea-AI Filing Summary

SOBR Safe, Inc. filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025 to address missing exhibits and officer certifications. The amendment adds a new auditor consent (Exhibit 23.1) and new certifications from the Principal Executive Officer and Principal Financial Officer under Sections 302 and 906 of the Sarbanes-Oxley Act.

The company states this amendment does not update any other disclosures or reflect events after the original Form 10-K. As context, the aggregate market value of voting and non-voting stock held by non-affiliates was $3,512,153 based on a $2.89 share price on June 30, 2025, with 1,215,278 shares held by non-affiliates. As of April 10, 2026, there were 2,806,579 shares of common stock outstanding.

Key Figures

Public float market value: $3,512,153 Non-affiliate shares: 1,215,278 shares Share price reference: $2.89 per share +1 more

4 metrics

Public float market value $3,512,153 Aggregate market value of voting and non-voting stock held by non-affiliates as of June 30, 2025

Non-affiliate shares 1,215,278 shares Voting stock held by non-affiliates as of June 30, 2025

Share price reference $2.89 per share Last reported sales price on June 30, 2025 used to calculate public float

Shares outstanding 2,806,579 shares Common stock outstanding as of April 10, 2026

Key Terms

well-known seasoned issuer, smaller reporting company, Emerging growth company, Section 404(b) of the Sarbanes-Oxley Act, +2 more

6 terms

well-known seasoned issuer regulatory

"if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act."

A well-known seasoned issuer (WKSI) is a large, established public company that meets regulatory size and reporting tests and is granted special, faster options to sell new securities to raise money. Think of it like a trusted borrower with a standing credit line: investors and markets see it as more familiar and the company can access capital quickly with less paperwork, which can affect share supply and investor returns.

smaller reporting company regulatory

"See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act."

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

Emerging growth company regulatory

"Smaller reporting company | | | Emerging growth company |"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Section 404(b) of the Sarbanes-Oxley Act regulatory

"attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act"

Section 302 of the Sarbanes-Oxley Act of 2002 regulatory

"Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002"

Section 906 of the Sarbanes-Oxley Act of 2002 regulatory

"Certification Pursuant to Item 601(b)(32) of Regulation S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002"

How to Read a 10-K Annual Report →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____________ to _____________.

Commission file number 000-53316

SOBR SAFE, INC.

(Exact name of registrant as specified in its charter)

Delaware		26-0731818
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
6400 S. Fiddlers Green Circle, Suite 1400 Greenwood Village, Colorado		80111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (844) 762-7723

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value		SOBR		The Nasdaq Market LLC (Nasdaq Capital Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐     No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐     No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐     No ☒

Aggregate market value of the voting and non-voting stock held by non-affiliates as of June 30, 2025: $3,512,153 as based on last reported sales price of such stock $2.89 on June 30, 2025. The voting stock held by non-affiliates on that date consisted of 1,215,278 shares of common stock.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of April 10, 2026, there were 2,806,579 shares of common stock, $0.00001 par value, issued and outstanding.

  Explanatory Note

SOBR Safe, Inc. (the “Company”) is filing this Amendment No. 1 (the “Amendment”) on Form 10-K/A to amend its Annual Report of Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on April 10, 2026 (the “Original 10-K”), for the purposes of:

	·	Filing a new Exhibit 23.1, the auditor’s consent, which was inadvertently omitted from the Original 10-K;
	·	Filing new certifications of the Company’s Principal Executive Officer and Principal Financial Officer as exhibits to this Amendment under Item 15 of Part IV thereof, pursuant to Rule 12b-15 of the Exchange Act; and
	·	Filing new certifications of the Company’s Principal Executive Officer and Principal Financial Officer as exhibits to this Amendment pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The Amendment does not reflect events occurring after the date of the filing of the Original 10-K or modify or update any of the other disclosures contained therein in any way.

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PART IV

ITEM 15 ‑ EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(3) Exhibits

Refer to (b) below.

(b) Exhibits

Exhibit				Reference				Filed or Furnished
Number		Exhibit Description		Form		Exhibit		Filing Date		Herewith
23.1		Consent of Independent Registered Public Accounting Firm								X
31.1		Principal Executive Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002								X
31.2		Principal Financial Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002								X
32.1*		Principal Executive Officer Certification Pursuant to Item 601(b)(32) of Regulation S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002								X
32.2*		Principal Financial Officer Certification Pursuant to Item 601(b)(32) of Regulation S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002								X

* This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SOBR Safe, Inc.
Dated: May 5, 2026	By:	/s/ Christopher Whitaker
		Christopher Whitaker
	Its:	Chief Financial Officer, Principal Financial Officer, and Treasurer

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FAQ

What is SOBR (SOBR Safe, Inc.) changing in this 10-K/A amendment?

SOBR Safe, Inc. is amending its annual report only to add a missing auditor consent and refreshed executive certifications. The company confirms that no other disclosures are modified and no new post-filing events are reflected in this amendment.

Why did SOBR Safe, Inc. file Amendment No. 1 to its 2025 Form 10-K?

The amendment was filed to include Exhibit 23.1, the independent auditor’s consent, which was inadvertently omitted, and to file new CEO and CFO certifications under Regulation S-K Item 601(b)(31) and Section 906 of the Sarbanes-Oxley Act as required for the updated filing.

How many SOBR Safe, Inc. shares were outstanding as of April 10, 2026?

As of April 10, 2026, SOBR Safe, Inc. had 2,806,579 shares of common stock outstanding. This figure provides investors a baseline for ownership and market value calculations around the time of the amended annual report filing.

What was SOBR Safe, Inc.’s public float as of June 30, 2025?

As of June 30, 2025, voting stock held by non-affiliates totaled 1,215,278 common shares, with an aggregate market value of $3,512,153 based on a $2.89 share price. This reflects the company’s public float at the end of that period.

Which new exhibits are included in SOBR Safe, Inc.’s 10-K/A filing?

The amendment adds an auditor consent (Exhibit 23.1) and new CEO and CFO certifications as Exhibits 31.1 and 31.2 under Section 302, plus Exhibits 32.1 and 32.2 under Section 906 of the Sarbanes-Oxley Act, all filed with this amendment.

Does the SOBR Safe, Inc. 10-K/A change any 2025 financial results or disclosures?

The amendment explicitly states it does not modify or update other disclosures from the original 2025 Form 10-K. It is limited to adding the omitted auditor consent and updated executive certifications required to accompany the annual report.