SOBR Safe, Inc. 8-K

What Happened

• On April 24, 2026, SOBR Safe, Inc. entered into an Agreement and Plan of Merger and Reorganization with Clean World Ventures, Inc. (CWV) and SOBR Safe Merger Sub, Inc. Under the agreement, Merger Sub will merge into CWV, with CWV surviving as a wholly owned subsidiary of SOBR. The transaction is intended to qualify as a tax‑free reorganization under Section 368(a) of the Internal Revenue Code. The boards of both companies have approved the deal and the parties expect the merger to close in the third quarter of 2026, subject to required stockholder and regulatory approvals.

Key Details

• Pro forma ownership: based on the exchange-ratio formula and expected share issuance, pre‑Merger CWV stockholders are expected to own ~98.3% of the combined company and pre‑Merger SOBR stockholders ~1.7%.
• Shareholder approvals required: SOBR will ask its stockholders to approve (a) issuing >20% of its outstanding common stock in the merger (Nasdaq rules), (b) the change of control, (c) a reverse stock split to meet Nasdaq’s $1.00 minimum bid requirement, (d) an increase in authorized shares, and (e) an increase to its equity incentive plan.
• Closing conditions include stockholder approvals by both companies, Nasdaq approval of the listing application, and effectiveness of a Form S‑4 registration statement for shares to be issued in the merger.
• On April 30, 2026 SOBR and CWV executed a conditional termination of SOBR’s prior placement agent agreement with H.C. Wainwright & Co.; SOBR will pay HCW a $1,500,000 cash fee upon closing per the termination letter.

Why It Matters

• Control and management: if completed as structured, CWV’s stockholders will effectively control the combined company (~98.3% pro forma) and CWV will determine the board and executive officers at the Effective Time—a material change in control for existing SOBR shareholders.
• Potential dilution and corporate actions: the merger requires issuing a large block of new shares (>20%), increasing authorized shares and amending the equity plan, all of which can dilute current holders. SOBR is also seeking a reverse stock split to meet Nasdaq listing rules, which may affect share supply and market dynamics.
• Conditional transaction: the merger depends on multiple approvals (stockholders, Nasdaq, Form S‑4 effectiveness) and customary closing conditions, so it is not final until those items are satisfied. The $1.5M placement-agent fee is a concrete cash obligation tied to closing.