SOBR Safe ends Clean World Ventures merger plan

SOBR Safe, Inc. has mutually terminated its planned merger with Clean World Ventures and will withdraw the related Form S-4 registration statement.

Rhea-AI Filing Summary

SOBR Safe, Inc. (SOBR) reports that it has terminated its previously announced merger transaction with Clean World Ventures, Inc. The merger had been governed by an Agreement and Plan of Merger and Reorganization under which Clean World Ventures would have become a wholly owned subsidiary of SOBR Safe.

On September 17, 2026, SOBR Safe, Clean World Ventures, the merger subsidiary and the principal shareholder of Clean World Ventures entered into a Mutual Termination Agreement and Release, effective the same date. The parties mutually released claims related to the merger agreement and its ancillary documents, while preserving claims for any breach of the termination agreement and a Mutual Non-Disclosure Agreement dated April 6, 2026. SOBR Safe will also withdraw its registration statement on Form S-4 initially filed on June 9, 2026, which had been prepared in connection with the proposed merger.

8-K Event Classification

3 items: 1.01, 1.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Termination date: September 17, 2026 Form S-4 initial filing date: June 9, 2026 NDA date: April 6, 2026

3 metrics

Termination date September 17, 2026 Effective date of the Mutual Termination Agreement and Release

Form S-4 initial filing date June 9, 2026 Date SOBR Safe’s registration statement related to the merger was first filed

NDA date April 6, 2026 Date of the Mutual Non-Disclosure Agreement that remains in effect

Key Terms

Agreement and Plan of Merger and Reorganization, Mutual Termination Agreement and Release, registration statement on Form S-4, Mutual Non-Disclosure Agreement

4 terms

Agreement and Plan of Merger and Reorganization regulatory

"entered into an Agreement and Plan of Merger and Reorganization"

Mutual Termination Agreement and Release regulatory

"terminated the Merger Agreement by entering into a Mutual Termination Agreement and Release"

registration statement on Form S-4 regulatory

"the Company will withdraw its registration statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

Mutual Non-Disclosure Agreement regulatory

"the Mutual Non-Disclosure Agreement entered into between the Company and CWV"

FAQ

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

What merger did SOBR (SOBR Safe, Inc.) terminate on September 17, 2026?

SOBR Safe, Inc. terminated its Agreement and Plan of Merger and Reorganization with Clean World Ventures, Inc., under which Clean World Ventures was to become a wholly owned subsidiary through a merger with SOBR Safe’s merger subsidiary.

How did SOBR Safe, Inc. (SOBR) end the Clean World Ventures merger?

The parties entered into a Mutual Termination Agreement and Release effective September 17, 2026. This agreement formally terminates the merger agreement and related transactions, and includes mutual releases of claims relating to the proposed merger, subject to specified exceptions.

What claims are released under the SOBR Safe Mutual Termination Agreement?

The parties mutually release claims with respect to, arising out of, or relating to the merger agreement, its ancillary documents, and the contemplated transactions. Claims for breach of the termination agreement itself and the April 6, 2026 Mutual Non-Disclosure Agreement are expressly preserved.

What happens to SOBR Safe’s Form S-4 related to the proposed merger?

SOBR Safe will withdraw its registration statement on Form S-4 that was initially filed with the SEC on June 9, 2026. That Form S-4 had been prepared in connection with the now-terminated merger with Clean World Ventures, Inc.

Does the NDA between SOBR Safe and Clean World Ventures remain in effect?

Yes. The parties agreed to continue to be bound by the terms of the Mutual Non-Disclosure Agreement dated April 6, 2026, and claims for breach of that NDA are excluded from the mutual release in the termination agreement.

Who are the parties to SOBR Safe’s Mutual Termination Agreement?

The Mutual Termination Agreement and Release dated September 17, 2026 is among SOBR Safe, Inc., Clean World Ventures, Inc., SOBR Safe Merger Sub, Inc., and Roy DiBenerdini, who is identified as the principal shareholder of Clean World Ventures.

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): September 17, 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 1.02 Termination of Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K as filed on April 30, 2026 (the “April 2026 8-K”) with the Securities and Exchange Commission (the “SEC”), on April 24, 2026, SOBR Safe, Inc. (the “Company”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Clean World Ventures, Inc., a Nevada corporation (“CWV”), Roy DiBenerdini (“Principal”), 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”). For a description of the Merger Agreement, please refer to Item 1.01 of the April 2026 8-K, which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the Merger Agreement, attached as Exhibit 2.1 to the April 2026 8-K, which is incorporated herein by reference.

On September 17, 2026, the Company, CWV, Merger Sub, and Principal terminated the Merger Agreement by entering into a Mutual Termination Agreement and Release (the “Termination Agreement”) effective as of the same date. The Termination Agreement also provides for the mutual release by the Parties of claims with respect to, pertaining to, based on, arising out of, resulting from, or relating to the Merger Agreement, all ancillary documents related to the Merger Agreement and the transactions contemplated by the Merger Agreement, except for any claims for breach of the Termination Agreement or the Mutual Non-Disclosure Agreement entered into between the Company and CWV, dated as of April 6, 2026 (the “NDA”). The Parties have agreed to continue to be bound by the terms of the NDA. In addition, the Company will withdraw its registration statement on Form S-4 initially filed with the SEC on June 9, 2026.

The summary of the Termination Agreement set forth under this Item 1.02 is qualified in its entirety by reference to the complete terms and conditions of the Termination Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

2.1		Mutual Termination Agreement and Release dated September 17, 2026
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 18, 2026	By:	/s/ Christopher Whitaker
		Chief Financial Officer

3

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-2.1 MUTUAL TERMINATION AGREEMENT AND RELEASE 79.2 KB
• 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