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): ~~December~~March 931, ~~2024~~2025

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 5.~~07.~~03 ~~Submission~~Amendments to Articles of ~~Matters~~Incorporation toor aBylaws; ~~Vote~~Change ofin ~~Security~~Fiscal ~~Holders~~Year.

On March 31, 2025, SOBR Safe, Inc., a Delaware corporation (the “Company”), ~~convened~~filed ~~its~~a ~~2024~~Certificate ~~Special~~of ~~Stockholder~~Amendment ~~Meeting~~ (the “~~Special~~Certificate ~~Meeting~~of Amendment”) ~~virtually~~to onthe ~~Monday~~Company’s Certificate of Incorporation, ~~December~~as 9previously amended, ~~2024~~with atthe ~~1:00~~Secretary ~~p.m.~~of ~~Mountain~~State ~~Time~~of ~~via~~the ~~webcast~~State atof ~~www.virtualshareholdermeeting.com/SOBR2024SM.~~Delaware Afor ~~quorum~~the ~~was~~purpose ~~present~~of effecting a 1-for-10 reverse stock split of the ~~Special~~Company’s ~~Meeting~~common stock, $0.00001 par value per share (the “Common Stock”).

~~Three~~Stockholders ~~proposals~~holding ~~were~~30.25% ~~described~~of in the ~~Proxy~~Company’s ~~Statement~~then asoutstanding ~~filed~~voting ~~with~~stock approved the ~~Securities~~Certificate ~~and~~of ~~Exchange~~Amendment ~~Commission~~ on ~~November~~December 159, 2024. AsThe ofCertificate ~~the record date, October 18, 2024, a total~~ of ~~921,949~~Amendment ~~shares~~will ofbecome ~~common~~effective ~~stock~~with of the ~~Company~~State ~~were~~of ~~issued~~Delaware ~~and~~on aApril ~~total of 921~~4,~~949~~ ~~shares of common stock were outstanding and entitled to vote~~2025. The ~~holders~~Common ofStock ~~record~~continues ofto ~~327,528~~be ~~shares~~quoted ofon ~~common~~the ~~stock~~Nasdaq ~~were~~Capital ~~present~~Market orunder ~~represented by proxy at said meeting for a total of 327,528 votes represented at~~ the ~~meeting.~~symbol ~~Such~~“SOBR” ~~amount~~and ~~represented~~will ~~35.52%~~start oftrading ~~the~~on ~~total~~a ~~shares~~post-split ~~outstanding~~basis ~~and~~on ~~entitled~~April to4, ~~vote at the Special Meeting~~2025.

AtAs a result of the ~~Special~~reverse ~~Meeting~~stock split to be effected by the Certificate of Amendment, every 10 shares of the ~~stockholders~~outstanding ~~approved~~Common ~~Proposals~~Stock 1prior to the effect of the Certificate of Amendment will be combined and 2reclassified into one share of the Common Stock. No fractional shares will be issued in connection with the reverse stock split, ~~which~~and ~~were~~any of the ~~only~~Company’s ~~proposal~~stockholders ~~submitted~~that would be entitled to receive a ~~vote~~fractional share as a result of the reverse stock split will instead receive one additional share of the Common Stock in lieu of the fractional share. The ~~final~~reverse ~~votes~~stock onsplit will not in itself affect any stockholder’s ownership percentage of the ~~proposals~~Common ~~were~~Stock, ~~cast~~except asto ~~set~~the ~~forth~~extent ~~below:~~that any fractional share will be rounded up to the nearest whole share. The Company’s post-reverse stock split Common Stock has a new CUSIP number, 833592 405, but the par value and all other terms of the Common Stock will not be affected by the reverse stock split.

1.The ~~Proposal~~foregoing ~~No.~~description ~~1 – Issuance~~ of ~~Shares~~the ~~upon~~Certificate ~~exercise~~ of ~~warrants~~Amendment ~~pursuant~~and tothe areverse ~~Securities~~stock ~~Purchase~~split ~~Agreement.~~set ~~The~~forth ~~stockholders~~above ~~approved,~~does ~~for~~not ~~purposes~~purport ofto ~~complying~~be ~~with~~complete ~~applicable~~and ~~Nasdaq~~is ~~rules~~qualified ~~and~~in ~~upon~~its ~~exercise~~entirety ofby ~~warrants~~reference ~~pursuant~~ to ~~that~~the ~~certain~~full ~~Securities~~text ~~Purchase~~of ~~Agreement~~the ~~dated~~Certificate ~~October~~of 7Amendment, ~~2024,~~a ~~the~~copy ~~issuance~~ of upwhich tois ~~29,011,695~~filed ~~shares~~as ofExhibit ~~common~~3.1 ~~stock~~hereto ofand ~~the~~incorporated ~~Company~~herein by reference.

Shares FOR		Shares AGAINST		ABSTAIN
46,159		17,742		4,519

Item 7.01 Regulation FD Disclosure.

2.On ~~Proposal~~April ~~No.~~ 2, –2025, ~~Granting~~the ~~Board~~Company ofissued ~~Directors~~a ~~Discretion~~press torelease ~~Effect~~announcing ~~Reverse~~a ~~Stock Split. The stockholders approved,~~ 1-for-10 ~~purposes~~reverse ofstock ~~complying~~split ~~with applicable Nasdaq rules, the granting~~ of ~~discretion to~~ the ~~Board~~Common ofStock ~~Directors~~ to ~~amend~~be ~~the~~effective ~~Company’s~~as ~~certificate~~ of ~~incorporation~~12:01 ~~to implement~~ a.m., ~~reverse~~Eastern ~~stock~~Time, ~~split~~on ofApril ~~the~~4, ~~outstanding~~2025. ~~shares~~A copy of ~~common~~the ~~stock~~press inrelease ais ~~range~~furnished ~~from~~as ~~one-for-two~~Exhibit (99.1~~:2)~~ up to ~~one-for-ten~~this ~~(1:10),~~Current orReport ~~anywhere~~on ~~between,~~Form as8-K ~~may~~and beis ~~determined~~incorporated by ~~the~~reference ~~Board of Directors on or before December 31, 2025~~herein.

Shares FOR				Shares AGAINST		ABSTAIN
278,934				47,825		769

Item 9.01 Financial Statements and Exhibits.

~~Proposal~~(c) 3, the approval of the adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve Proposals 1 and 2 or establish a quorum, was not presented to the stockholders at the meeting, as a quorum had been established and preliminary voting results indicated that Proposals 1 and 2 were approved. Exhibits

3.1*		Certificate of Amendment to Certificate of Incorporation of SOBR Safe, Inc.
99.1*		Press Release dated April 2, 2025
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~_______________

~~Pursuant~~* toFiled ~~the~~or ~~requirements~~furnished ~~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.~~herewith

	SOBR Safe, Inc.a Delaware corporation
Dated: December 10, 2024	By:	/s/ David Gandini
		David Gandini, Chief Executive Officer

3SIGNATURES

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: April 4, 2025	By:	/s/ David Gandini
		David Gandini, Chief Executive Officer

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