STOCK TITAN

Nasdaq pressure mounts on SOBR Safe (NASDAQ: SOBR) listing

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SOBR Safe, Inc. (SOBR) reported that on August 21, 2026 it received an additional Nasdaq staff determination letter stating that stockholders’ equity reported in its June 30, 2026 Form 10-Q is below the $2,500,000 minimum required by Nasdaq Listing Rule 5550(b)(1). Nasdaq also noted SOBR does not meet alternative market value or net income standards, adding a further basis for potential delisting alongside its existing deficiency under the $1.00 Bid Price Requirement.

Nasdaq had previously granted continued listing until September 15, 2026, conditioned on completing a proposed business combination with Clean World Ventures, Inc. and meeting Nasdaq Initial Listing Rules. SOBR’s shares remain listed on the Nasdaq Capital Market under “SOBR.” The company may present its position on the equity deficiency to the Hearings Panel by August 28, 2026. Separately, director Ford Fay resigned from the Board effective August 21, 2026, citing no disagreement with the company.

Positive

  • None.

Negative

  • Nasdaq listing at risk on two fronts: SOBR now faces deficiencies for both the $2,500,000 stockholders’ equity requirement and the $1.00 bid price standard, and the company itself notes these create substantial concern about maintaining its Nasdaq Capital Market listing.
  • Continued listing conditional on business combination: Nasdaq’s Hearings Panel allowed listing only until September 15, 2026, conditioned on completing the proposed business combination with Clean World Ventures, Inc. and demonstrating compliance with Nasdaq Initial Listing Rules.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Minimum stockholders’ equity requirement $2,500,000 Nasdaq Listing Rule 5550(b)(1) threshold for continued inclusion on the Nasdaq Capital Market
Bid Price Requirement $1.00 per share Minimum closing bid price under Nasdaq Listing Rule 5550(a)(2)
Reverse stock split ratio (October 2, 2024) 1-for-110 Reverse stock split effected on October 2, 2024
Reverse stock split ratio (April 4, 2025) 1-for-10 Reverse stock split effected on April 4, 2025
Cumulative reverse stock split ratio 1-for-1100 Cumulative effect of the October 2, 2024 and April 4, 2025 reverse stock splits
Continued listing deadline September 15, 2026 Date through which Nasdaq Hearings Panel granted continued listing, subject to conditions
Response deadline on equity deficiency August 28, 2026 Deadline to present views on stockholders’ equity deficiency to Nasdaq Hearings Panel
Director resignation date August 21, 2026 Effective date of director Ford Fay’s resignation from the Board
Nasdaq Capital Market market
"minimum stockholders’ equity requirement of $2,500,000 for continued inclusion on the Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
stockholders’ equity financial
"the Company’s stockholders’ equity reported on its Quarterly Report on Form 10-Q"
Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.
Bid Price Requirement regulatory
"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”)"
A bid price requirement is a rule that specifies the minimum price a buyer must offer per share when making an official purchase proposal, tender offer, auction bid, or similar transaction. It matters to investors because it sets a floor for negotiations and valuation—like a reserve price in an auction—ensuring bids meet regulatory, contract or market standards and helping shareholders and markets judge whether an offer is fair or likely to succeed.
reverse stock split financial
"the Company effected a 1-for-110 reverse stock split on October 2, 2024, and a 1-for-10 reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Nasdaq Initial Listing Rules regulatory
"complete the proposed business combination with Clean World Ventures, Inc., and demonstrate compliance with Nasdaq’s Initial Listing Rules"
Hearings Panel regulatory
"the Company filed a request for a hearing with the Nasdaq Hearings Panel"
A hearings panel is a review body at a stock exchange that hears the case when the exchange has decided a company no longer qualifies to keep its shares listed. The company presents a plan to regain compliance, and the panel decides whether the listing continues, on what conditions, and for how long. The decision can keep a stock trading or end its listing.

FAQ

Why did SOBR Safe, Inc. (SOBR) receive an additional Nasdaq deficiency notice?

Nasdaq staff notified SOBR that stockholders’ equity reported in its June 30, 2026 Form 10-Q fell below the $2,500,000 minimum required by Nasdaq Listing Rule 5550(b)(1). Nasdaq also stated SOBR does not meet the alternative market value of listed securities or net income standards.

What Nasdaq listing standards is SOBR (SOBR) currently failing to meet?

SOBR is deficient under the $2,500,000 stockholders’ equity requirement in Listing Rule 5550(b)(1) and the $1.00 Bid Price Requirement in Listing Rule 5550(a)(2). Nasdaq indicated these deficiencies provide additional bases for delisting from the Nasdaq Capital Market.

How long can SOBR (SOBR) remain listed on Nasdaq under the current Hearings Panel decision?

The Nasdaq Hearings Panel granted SOBR continued listing on the Nasdaq Capital Market until September 15, 2026. This is conditioned on completing the proposed business combination with Clean World Ventures, Inc. and demonstrating compliance with Nasdaq Initial Listing Rules by that date.

What prior reverse stock splits has SOBR (SOBR) undertaken?

SOBR effected a 1-for-110 reverse stock split on October 2, 2024 and a 1-for-10 reverse stock split on April 4, 2025, resulting in a cumulative reverse stock split ratio of 1-for-1100 over two years. Nasdaq cited this cumulative ratio in determining grace-period eligibility.

Can SOBR (SOBR) appeal the new equity deficiency determination?

Yes. The additional Nasdaq letter allows SOBR to present its views on the stockholders’ equity deficiency to the Nasdaq Hearings Panel by August 28, 2026. Management and the Board are considering possible courses of action regarding this deficiency.

What Board change did SOBR (SOBR) disclose in this filing?

On August 21, 2026, Ford Fay resigned from SOBR’s Board of Directors effective immediately. The company stated his resignation was not related to any disagreement with SOBR on matters relating to its operations, policies, or practices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 21, 2026

 

SOBR SAFE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-53316

 

26-0731818

(State or other

jurisdiction of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

6300 E. Hampden Ave., Suite C-308

Denver, Colorado 80222

(Address of principal executive offices) (zip code)

 

(844) 762-7723

(Registrant’s telephone number, including area code)

 

___________________________________________

(Former name or former address if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

SOBR

 

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. ☐

 

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On August 21, 2026, SOBR Safe, Inc. (the “Company”) received an additional staff determination letter (the “Additional Letter”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company’s stockholders’ equity reported on its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 as filed with the Securities and Exchange Commission on August 14, 2026, fell below the minimum stockholders’ equity requirement of $2,500,000 for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1) (the “Equity Requirement”). The Additional Letter also noted that the Company does not meet the alternatives of market value of listed securities or net income from continuing operations.

 

The Additional Letter noted that the Equity Requirement deficiency was an additional basis for delisting the Company’s Securities from the Nasdaq Capital Market. As previously reported in the Company’s Current Reports on Form 8-K filed on March 25, 2026 and May 27, 2026, on March 19, 2026, the Company received a deficiency letter (the “Letter”) from the Staff 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 forth 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.

 

The Equity Requirement notification, coupled with the prior notification regarding the Company’s failure to maintain the Bid Price Requirement, creates substantial concern regarding the Company’s ability to maintain the listing of its common stock on the Nasdaq Capital Market. Currently, the Company’s common stock remains listed on the Nasdaq Capital Market and will continue to trade on Nasdaq under the ticker symbol “SOBR.” The Equity Requirement notification does not affect the Company’s reporting requirements with the Securities and Exchange Commission. 

 

The Additional Letter provides the Company with the ability to present its views with respect to the Equity Requirement deficiency to the Hearing Panel by August 28, 2026. Given the concerns surrounding the Company’s ability to maintain the listing of its common stock on the Nasdaq Capital Market, management and the Board of Directors of the Company (the “Board”) are considering courses of action with respect to the Equity Requirement deficiency.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 21, 2026, Mr. Ford Fay notified the Board of his resignation from the Board effective immediately.  His decision to resign from the Board was not related to any disagreement with the Company on any matter relating to its operations, policies or practices.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

SOBR Safe, Inc.

a Delaware corporation

 

 

 

 

 

Dated: August 27, 2026

By:

/s/Christopher Whitaker

 

 

 

Chief Financial Officer

 

 

 
3

 

Filing Exhibits & Attachments

5 documents