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 2619, ~~2025~~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 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~The~~On ~~information~~March ~~set~~19, ~~forth~~2026, inSOBR ~~Item~~Safe, 5Inc.02 (the “Company”) received a deficiency letter (the “Letter”) from the Listing Qualifications Department (the “Staff”) of ~~this~~the ~~Current~~Nasdaq ~~Report~~Stock onMarket ~~Form~~LLC ~~8-K~~(“Nasdaq”) isnotifying ~~incorporated~~the ~~herein~~Company bythat, ~~reference~~for ~~into~~the ~~this~~preceding ~~Item~~30 consecutive business days, the closing bid price of the Company’s common stock remained below the minimum $1.0100 inper ~~its~~share ~~entirety~~requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”).

~~Item~~In 5addition, 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.02 As ~~Departure~~a result of ~~Directors~~the orReverse ~~Certain~~Splits, ~~officers;~~the ~~Election~~Company ofis ~~Directors;~~not ~~Appointment~~eligible offor ~~Certain~~the ~~Officers;~~180-day ~~Compensatory~~compliance ~~Arrangements~~period set forth in Rule 5810(c)(3)(A) because the Reverse Splits have a cumulative ratio of ~~Certain~~over ~~Officers~~1-for-250.

~~Amendments~~The notification has no immediate effect on the Company’s Nasdaq listing and the Company’s common stock will continue to ~~Executive~~trade ~~Employment~~on ~~Agreements~~Nasdaq under the ticker symbol “SOBR.” In addition, it does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission.

~~On December 30~~Accordingly, ~~2025,~~as ~~SOBR~~described ~~Safe,~~in ~~Inc., a Delaware corporation (~~the ~~“Company”)~~Letter, ~~entered~~unless ~~into an amendment to~~ the ~~Executive~~Company ~~Employment~~timely appeals ~~Agreement between~~ the ~~Company~~Staff’s ~~and~~determination ~~David~~to J.a ~~Gandini,~~hearings ~~its~~panel ~~Chief Executive Officer, dated January 30, 2025~~ (the “~~CEO Agreement~~Panel”), toNasdaq ~~extend~~will schedule the ~~term~~Company’s ofsecurities ~~the~~for ofdelisting ~~the~~from ~~CEO~~Nasdaq ~~Agreement~~and towill ~~December~~suspend ~~31,~~trading ~~2026~~of the securities.

~~Also~~The onCompany ~~December~~plans ~~30,~~to ~~2025,~~timely appeal the ~~Company~~Staff’s ~~entered~~determination ~~into~~and anintends ~~amendment~~to submit a plan to the ~~Executive~~Panel ~~Employment~~to ~~Agreement~~regain ~~between~~compliance with the ~~Company~~Bid Price Requirement, and ~~Christopher~~if ~~Whitaker~~necessary, ~~its~~effect ~~Chief~~a ~~Financial~~reverse ~~Officer,~~stock ~~dated~~split. ~~March~~The 1,hearing ~~2025~~request ~~(the~~will ~~“CFO~~automatically ~~Agreement”)~~stay toany ~~extend~~suspension or delisting action pending the ~~term~~hearing and the expiration of any additional extension period granted by the ~~CFO~~Panel ~~Agreement~~following tothe ~~December~~hearing. 31However, ~~2026~~there can be no assurance that the Company will regain compliance with the Bid Price Requirement or otherwise maintain compliance with any of the other listing requirements.

~~Item 8.01. Other Events.~~2

Effective December 26, 2025, the Company appointed Broadridge Financial as its transfer agent. All of the Company’s directly held shares of common stock were transferred from Equiniti to Broadridge’s platform. SIGNATURES

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits

	SOBR Safe, Inc. a Delaware corporation

Dated: March 25, 2026	By:	/s/ Christopher Whitaker
		Christopher Whitaker, Chief Financial Officer

10.1		Amendment No. 1 to Executive Employment Agreement dated December 30, 2025
10.2		Amendment No. 1 to SOBR Safe, Inc. Executive Employment Agreement dated December 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 2, 2025	By:	/s/ Chris Whitaker
		Chris Whitaker, Chief Financial Officer

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