SOBR Safe, Inc.

As set forth in our Current Report on Form 8-K as filed on April 30, 2026, on April 24, 2026, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Clean World Ventures, Inc., a Nevada corporation (“CWV”), 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 will 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”). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.

On June 9, 2026, the Company filed a registration statement with the SEC on Form S-4 in connection with the Merger.

As set forth in our Current Report on Form 8-K as filed on May 13, 2026, on May 7, 2026, the Company committed to and commenced a restructuring to reduce operating costs and better align its workforce with the needs of its business following its entry into the Merger Agreement. Under the restructuring plan, the Company is reducing its workforce by 11 employees (approximately 70%). The Company expects that the workforce reduction will decrease its annual operating costs by approximately $1.6 million. In connection with the restructuring, the Company estimates that it will incur aggregate restructuring charges of approximately $105,000, which will be recorded primarily in the second quarter of 2026, related to severance payments and other employee-related costs, and contract termination costs. The cash payments related to the personnel-related restructuring and contract termination costs will be paid primarily during the second quarter of 2026. The charges that the Company expects to incur in connection with the workforce reduction and contract terminations are subject to a number of assumptions, and actual results may differ materially. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the workforce reduction.

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. 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”).

On March 26, 2026 the Company filed a request for a hearing with the Nasdaq Hearings Panel (the “Hearings Panel”) and 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.

As previously reported in the Company’s Current Report on Form 8-K filed on May 27, 2026, 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 CWV, and demonstrate compliance with Nasdaq’s Initial Listing Rules.

As previously reported in the Company’s Current Report on Form 8-K filed on July 10, 2026, the Board of Directors approved and committed to a course of action to discontinue its revenue generating operations derived from its alcohol monitoring and detection hardware and software solutions effective July 31, 2026 which includes the sale of the Company’s SOBRcheck and SOBRsure devices, and its SOBRsafe software services. By the end of July 2026, the Company will have discontinued the manufacturing of the SOBRcheck and SOBRsure devices, terminated software support agreements necessary to provide the SOBRsafe software services to customers, and terminated the corporate office lease agreement. In June 2026, the Company further reduced its workforce by three employees. These actions will decrease the Company’s annual operating costs by approximately $1.2 million. This course of action is being taken to preserve cash resources to support the completion of the proposed business combination with CWV.

As previously reported in the Company’s Current Report on Form 8-K filed on July 17, 2026, on July 15, 2026, the Company entered into a warrant inducement agreement (the “Warrant Inducement”) with certain holders (each a “Holder”) of existing warrants to purchase 2,360,648 of shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”). Such warrants are comprised of: (i) warrants to purchase 1,290,324 shares of Common Stock which were issued pursuant to the Securities Purchase Agreement dated December 24, 2025 (the “Securities Purchase Agreement”), and had a five-year exercise term and an exercise price of $1.30 per share (the “Series C Warrants”); and (ii) warrants to purchase 1,070,324 shares of Common Stock, also issued pursuant to the Securities Purchase Agreement, and had a 24-month exercise term and an exercise price of $1.30 per share (the “Series D Warrants” and together with the Series C Warrants, the “Existing Warrants”). The transactions contemplated pursuant to the Warrant Inducement closed on July 16, 2026 (the “Closing Date”). The Company expects to use the net proceeds from these transactions for general corporate purposes.

Upon exercise for cash of any New Warrants, the Company has agreed in certain circumstances to pay the Placement Agent a cash fee of 7.5% of the aggregate gross exercise price paid in cash with respect the exercise of the New Warrants, and a management fee of 1.0% of the aggregate gross exercise price paid in cash with respect to the New Warrants. The Company has also agreed to issue to the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase up to 177,049 shares of Common Stock (representing 7.5% of the Existing Warrants being exercised), which have the same terms as the Series E Warrants except the Placement Agent Warrants have an exercise price equal to $1.625 per share (125% of the exercise price paid by the Holders for their exercise of the Existing Warrants). Similar to the Series E Warrants, the Placement Agent Warrants are exercisable immediately until the 5-year anniversary of the effective date of the Resale Registration Statement (as defined below). Upon exercise for cash of any New Warrants, the Company has agreed in certain circumstances to issue the Placement Agent warrants representing 7.5% of the shares of Common Stock underlying such New Warrants.

The resale of the Common Stock underlying the Existing Warrants has been registered pursuant to an existing resale registration statement on Form S-1 (File No. 333-292709) which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 21, 2026. The Company also agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then Form S-3 eligible) providing for the resale of the New Warrant Shares issued or issuable upon the exercise of the New Warrants (the “Resale Registration Statement”) within thirty (30) calendar days of the date of the Warrant Inducement.