STOCK TITAN

SOBR Safe to be delisted from Nasdaq Sept. 16

(Very High)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

SOBR Safe, Inc. (SOBR) reports that Nasdaq has notified the company its common stock will be delisted from the Nasdaq Capital Market at the open of trading on September 16, 2026 due to continued noncompliance with Nasdaq listing standards, including the minimum bid price and stockholders’ equity requirements.

The board decided not to further appeal the delisting or the stockholders’ equity deficiency, citing the Delisting Notice and the conditions in its pending merger with Clean World Ventures, Inc., which include approval of a new Nasdaq listing application that the company believes is unlikely to be satisfied by October 15, 2026.

As of September 16, 2026, SOBR’s common stock will no longer trade on Nasdaq and is expected to begin quotation on the OTC Markets, where the company has applied for listing on the OTCQB tier under the same ticker symbol “SOBR”.

Positive

  • None.

Negative

  • Nasdaq delisting effective September 16, 2026 removes SOBR Safe, Inc. from the Nasdaq Capital Market and shifts trading to OTC Markets, which can reduce liquidity and visibility.
  • The company failed to meet Nasdaq’s $1.00 bid price and $2,500,000 stockholders’ equity standards and chose not to further appeal, signaling ongoing listing standard challenges.
  • The merger with Clean World Ventures, Inc. faces a substantial likelihood of not closing by October 15, 2026, risking loss of a potential strategic transaction tied to Nasdaq relisting conditions.

Insights

Analyzing...

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Nasdaq delisting effective date September 16, 2026 Date when SOBR Safe’s common stock will be delisted from the Nasdaq Capital Market
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) bid price requirement the company did not meet
Minimum stockholders’ equity requirement $2,500,000 Nasdaq Listing Rule 5550(b)(1) equity requirement the company fell below as of June 30, 2026
Reverse stock split ratio October 2, 2024 1-for-110 Reverse stock split effected by SOBR Safe on October 2, 2024
Reverse stock split ratio April 4, 2025 1-for-10 Reverse stock split effected by SOBR Safe on April 4, 2025
Cumulative reverse stock split ratio 1-for-1100 Cumulative reverse splits over two years, exceeding Nasdaq’s 1-for-250 threshold for extended relief
Merger termination date October 15, 2026 Date after which either SOBR Safe or Clean World Ventures may terminate the Merger Agreement
Continued listing deadline granted by Hearings Panel September 15, 2026 Deadline by which SOBR Safe was to complete the merger and meet Nasdaq Initial Listing Rules
Nasdaq Capital Market market
"its common stock will be delisted from 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.
Bid Price Requirement regulatory
"regain compliance with 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.
stockholders’ equity financial
"fell below the minimum stockholders’ equity requirement of $2,500,000"
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.
reverse stock split market
"the Company effected a 1-for-110 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.
Agreement and Plan of Merger and Reorganization regulatory
"the Company entered into an Agreement and Plan of Merger and Reorganization"
OTCQB market
"expects to be approved for quotation of its common stock on the OTCQB tier"
OTCQB is a tier of the over‑the‑counter (OTC) market where smaller or developing companies list their shares for trading without being on a major stock exchange. Think of it like a well‑kept side street market: companies must meet basic reporting and transparency checks so investors get more information than the lowest OTC tier, but trading is usually less liquid and riskier than on big exchanges. Investors care because OTCQB listings can offer early access to growth stories but come with higher price swings and greater chance of limited resale options.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SOBR Safe, Inc. (SOBR) announce about its Nasdaq listing?

SOBR Safe, Inc. announced it received a Nasdaq notice that its common stock will be delisted from the Nasdaq Capital Market at the open of trading on September 16, 2026 after failing to satisfy continued listing standards.

Why is SOBR Safe (SOBR) being delisted from Nasdaq?

Nasdaq cited SOBR Safe’s failure to maintain the $1.00 minimum bid price and failure to meet the $2,500,000 stockholders’ equity requirement, as well as prior large reverse stock splits that limited its eligibility for an extended compliance period.

Where will SOBR Safe (SOBR) shares trade after Nasdaq delisting?

After the Nasdaq delisting on September 16, 2026, SOBR Safe’s common stock is expected to commence quotation on the OTC Markets under the ticker “SOBR”. The company has applied for quotation on the OTCQB tier and expects approval in the coming weeks.

How do SOBR Safe’s reverse stock splits relate to the Nasdaq decision?

Nasdaq noted SOBR Safe completed a 1-for-110 reverse stock split on October 2, 2024 and a 1-for-10 reverse stock split on April 4, 2025, a cumulative 1-for-1100 ratio. This exceeded the 1-for-250 threshold, making the company ineligible for a standard 180-day bid price compliance period.

What is the status of SOBR Safe’s merger with Clean World Ventures?

The merger requires approval of a Nasdaq Listing Application for the combined company and must close by October 15, 2026. Given the Delisting Notice and timing, the company states it is unlikely these conditions can be met and that the merger will not be consummated before that date.

Why did SOBR Safe (SOBR) stop appealing the Nasdaq equity deficiency?

The board determined it would be in the company’s best interest not to incur additional expense to appeal the stockholders’ equity deficiency or seek review of the delisting decision, given the Delisting Notice and the substantial likelihood the merger will not close by October 15, 2026.

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

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Learn about SEC filing dates

 

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):September 14, 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 September 14, 2026, SOBR Safe, Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its common stock will be delisted from the Nasdaq Capital Market (the “Delisting Notice”) at the open of trading on September 16, 2026. The Company may request that the Nasdaq Listing and Hearing Review Council review the decision to delist the Company’s common stock.

 

As previously reported in the Company’s Current Reports on Forms 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 was 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.

 

As previously reported on the Company’s Current Report on Form 8-K filed on April 30, 2026, on April 24, 2026, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Clean World Ventures, Inc., a Nevada corporation (“CWV”), and SOBR Safe Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub was to merge with and into CWV, with CWV continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”).

 

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 must have completed the Merger and demonstrated compliance with Nasdaq’s Initial Listing Rules.

 

As previously reported in the Company’s Current Report on Form 8-K filed on August 27, 2026, on August 21, 2026, the Company received an additional staff determination letter (the “Additional Letter”) from the Staff 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 provided the Company with the ability to present its views with respect to the Equity Requirement deficiency to the Hearing Panel by August 28, 2026.

 

The Merger Agreement includes a number of conditions that must be met for the Merger to close, one of which is the approval of a listing application for the combined company with Nasdaq (the “Nasdaq Listing Application”). The Merger Agreement provides that if the Merger is not closed by October 15, 2026, either the Company or CWV may terminate the Merger Agreement. Given the Delisting Notice and the need for a new listing application with Nasdaq, it is unlikely that the Nasdaq Listing Application can be met by October 15, 2026, and the Merger will not be consummated prior to the termination date of October 15, 2026. Given the substantial likelihood that the Merger will not be consummated prior to the termination date of October 15, 2026, the Board determined it would be in the best interest of the Company to not incur additional expense to appeal the Equity Requirement deficiency with the Hearing Panel and not request a review of the decision to delist the shares of common stock from the Nasdaq Capital Market.

 

As of September 16, 2026, pursuant to the Delisting Notice, the Company’s common stock will no longer be listed on the Nasdaq Capital Market and will no longer be traded on the Nasdaq exchange. The Company’s common stock will commence quotation on the OTC Markets with the same ticker symbol of “SOBR”. The Company has submitted an application to be listed on the OTC Markets and expects to be approved for quotation of its common stock on the OTCQB tier of the OTC Markets in the coming weeks.

 

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: September 15, 2026

By:

/s/ Christopher Whitaker

 

 

 

Chief Financial Officer

 

 

 
3

 

 

 

Filing Exhibits & Attachments

5 documents

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