SOBR Safe gets conditional Nasdaq listing extension

SOBR Safe, Inc. reports that a Nasdaq Hearings Panel has granted its request to keep its shares listed on the Nasdaq Capital Market until September 15, 2026 despite a bid-price deficiency.

Rhea-AI Filing Summary

SOBR Safe, Inc. reports that a Nasdaq Hearings Panel has granted its request to keep its shares listed on the Nasdaq Capital Market until September 15, 2026 despite a bid-price deficiency. The company’s stock had traded below the $1.00 minimum bid price for 30 consecutive business days, triggering a notice of non-compliance.

The panel’s extension is conditional. By September 15, 2026, SOBR Safe must complete its proposed business combination with Clean World Ventures, Inc. and show that it meets Nasdaq’s Initial Listing Rules. Prior reverse stock splits totaling a cumulative 1-for-1100 over two years made the company ineligible for the standard 180‑day cure period.

Positive

• None.

Negative

• Heightened Nasdaq delisting risk: SOBR Safe remains non-compliant with the $1.00 minimum bid price and has already undertaken cumulative reverse stock splits of 1-for-1100, with continued listing now strictly conditioned on completing a merger and meeting Nasdaq Initial Listing Rules by September 15, 2026.

Insights

Equity markets and listing standards analyst

Nasdaq grants SOBR Safe a conditional lifeline, but delisting risk remains.

SOBR Safe has secured continued trading on the Nasdaq Capital Market until September 15, 2026 after falling below the $1.00 minimum bid price for 30 consecutive business days. The company had already executed reverse stock splits of 1‑for‑110 and 1‑for‑10, a cumulative ratio of 1‑for‑1100.

The Nasdaq Hearings Panel conditioned this extension on completing a proposed business combination with Clean World Ventures, Inc. and demonstrating compliance with Nasdaq’s Initial Listing Rules by the deadline. Prior large reverse splits made SOBR Safe ineligible for a standard 180‑day cure period under Rule 5810(c)(3)(A).

The outcome now depends on closing the Clean World Ventures transaction and satisfying all initial listing criteria by September 15, 2026. Until then, investors face elevated listing risk balanced by a defined pathway to maintain a Nasdaq listing if the conditions are met.

8-K Event Classification

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

1 item

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.

Key Figures

Minimum bid price requirement: $1.00 per share Bid-price deficiency period: 30 consecutive business days Reverse stock split 1: 1-for-110 +4 more

7 metrics

Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) Bid Price Requirement

Bid-price deficiency period 30 consecutive business days Closing bid below $1.00 prior to deficiency letter

Reverse stock split 1 1-for-110 Reverse split effected on October 2, 2024

Reverse stock split 2 1-for-10 Reverse split effected on April 4, 2025

Cumulative reverse split ratio 1-for-1100 Combined effect of 2024 and 2025 reverse splits

Listing extension deadline September 15, 2026 Date by which compliance and merger must be completed

Cure period threshold 1-for-250 Reverse split limit for 180-day cure eligibility under Rule 5810(c)(3)(A)

Key Terms

Bid Price Requirement, Nasdaq Listing Rule 5550(a)(2), Reverse stock split, Nasdaq Hearings Panel, +1 more

5 terms

Bid Price Requirement financial

"regain compliance with the Bid Price Requirement and requested the continued listing"

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.

Nasdaq Listing Rule 5550(a)(2) regulatory

"minimum $1.00 per share requirement for continued inclusion ... pursuant to Nasdaq Listing Rule 5550(a)(2)"

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 Hearings Panel regulatory

"the Company filed a request for a hearing with the Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

Initial Listing Rules regulatory

"and demonstrate compliance with Nasdaq’s Initial Listing Rules"

FAQ

What Nasdaq issue did SOBR Safe (SOBR) disclose in this 8-K?

SOBR Safe disclosed that its stock traded below Nasdaq’s $1.00 minimum bid price for 30 consecutive business days. This triggered a deficiency notice and raised the risk that its shares could be delisted from the Nasdaq Capital Market if compliance is not restored.

How long has SOBR Safe (SOBR) been granted to regain Nasdaq compliance?

A Nasdaq Hearings Panel granted SOBR Safe continued listing until September 15, 2026. This extension gives the company additional time to resolve its bid price deficiency and satisfy Nasdaq’s Initial Listing Rules under specified conditions set by the panel.

What conditions did Nasdaq place on SOBR Safe’s continued listing?

Nasdaq’s Hearings Panel required SOBR Safe to complete its proposed business combination with Clean World Ventures, Inc. by September 15, 2026 and demonstrate full compliance with Nasdaq’s Initial Listing Rules by that same date to maintain its Nasdaq Capital Market listing.

What reverse stock splits has SOBR Safe (SOBR) completed recently?

SOBR Safe executed a 1-for-110 reverse stock split on October 2, 2024 and a 1-for-10 reverse split on April 4, 2025. Together, these actions produced a cumulative reverse split ratio of 1-for-1100 over the last two years.

Why is SOBR Safe not eligible for Nasdaq’s standard 180-day cure period?

Because SOBR Safe’s reverse splits over two years total a 1-for-1100 cumulative ratio, it exceeded the 1-for-250 threshold in Nasdaq Rule 5810(c)(3)(A). This disqualifies the company from receiving the standard 180‑day compliance period for its bid price deficiency.

What bid price rule is SOBR Safe (SOBR) trying to satisfy?

SOBR Safe is working to meet Nasdaq Listing Rule 5550(a)(2), often called the Bid Price Requirement. This rule requires a minimum closing bid price of $1.00 per share to maintain continued listing on the Nasdaq Capital Market.

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

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Accepted by SEC EDGAR 05/27/2026 - 09:15 AM Learn about SEC filing dates

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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): May 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.)

6400 S. Fiddlers Green Circle, Suite 1400

Greenwood Village, Colorado 80111

(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.

As previously reported in the Company’s Current Report on Form 8-K filed on March 25, 2026, on March 19, 2026, SOBR Safe, Inc. (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 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.

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: May 27, 2026	By:	/s/ Christopher Whitaker
		Christopher Whitaker, Chief Financial Officer

3

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.3 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB