SOBR Safe Delisted From Nasdaq; Stock to Trade Over the Counter

What happened

SOBR Safe, Inc. said it received a letter on September 14, 2026 from the Listing Qualifications Department of the Nasdaq Stock Market notifying the company that its common stock will be delisted from the Nasdaq Capital Market at the open of trading on September 16, 2026, according to a Form 8-K filed with the Securities and Exchange Commission.

The shares will no longer be listed or traded on Nasdaq. SOBR Safe said its common stock will begin quotation on the OTC Markets under the same ticker symbol, "SOBR," and that it has applied for quotation on the OTCQB tier, which it expects to be approved for "in the coming weeks."

The stock closed at $0.203 on the day the 8-K was filed, down 47.95% from the previous close of $0.39, according to the price data provided.

Nasdaq's decision followed a sequence the company had disclosed in earlier filings. On March 19, 2026, Nasdaq staff told SOBR Safe that the closing bid price of its common stock had stayed below $1.00 per share for 30 consecutive business days, failing the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). The company requested a hearing, which was held on April 28, 2026, and on May 21, 2026 the Nasdaq Hearings Panel granted continued listing until September 15, 2026 — on the condition that the company complete a previously announced merger with Clean World Ventures, Inc. and demonstrate compliance with Nasdaq's initial listing rules by that date.

On August 21, 2026, the company received an additional staff determination letter saying its stockholders' equity, as reported in its Form 10-Q for the quarter ended June 30, 2026, had fallen below the $2,500,000 minimum required by Nasdaq Listing Rule 5550(b)(1), and that the company did not meet the alternative tests based on market value of listed securities or net income from continuing operations.

SOBR Safe said the merger agreement required, among other conditions, that Nasdaq approve a listing application for the combined company, and that either side could terminate the agreement if the merger did not close by October 15, 2026. The company said that given the delisting notice and the need for a new listing application, it was unlikely that condition could be met, and that the merger would not be consummated before that termination date. The board therefore decided not to spend additional money appealing the equity deficiency to the Hearings Panel or requesting review of the delisting decision.

The filing

The disclosure was made on Form 8-K, the current report public companies file with the SEC when certain specified events occur between quarterly reports. This one was filed under Item 3.01, which covers a notice of delisting or failure to satisfy a continued listing rule, and Item 9.01, for exhibits.

Item 3.01 is triggered by the receipt of a delisting notice or a notice that the company no longer meets an exchange's listing standards. The obligation the form satisfies is timely public disclosure: investors learn from the filing, rather than from the trading halt or the quote change, that the stock is coming off the exchange.

What this means

A stock exchange listing is a privilege conditioned on meeting numerical standards, and Nasdaq's Capital Market has several. Rule 5550(a)(2), the minimum bid price rule, requires a stock to trade at $1.00 or more. A stock that closes below $1.00 for 30 straight business days is out of compliance. Rule 5550(b)(1) requires at least $2,500,000 in stockholders' equity — the company's assets minus its liabilities, the accounting measure of what belongs to shareholders — unless the company qualifies under one of two alternatives, a minimum market value of listed securities or minimum net income from continuing operations. SOBR Safe failed the bid price test and, per the August letter, missed the equity requirement while not qualifying for either alternative.

Repeated reverse stock splits complicate the picture. A reverse stock split reduces the number of shares and raises the price of each remaining share proportionally, so a 1-for-110 ratio means every 110 old shares become one new share and the price is multiplied by 110. Companies sometimes use them to push a sub-$1.00 price back above $1.00. Nasdaq counts these splits cumulatively: SOBR Safe did a 1-for-110 split in October 2024 and a 1-for-10 split in April 2025, a combined 1-for-1100. Nasdaq's rules deny the usual 180-day compliance period when a company's cumulative split ratio over the prior two years exceeds 1-for-250. Because SOBR Safe's 1-for-1100 exceeded that threshold, it got no second window, which is why the matter went straight to a hearings panel rather than a cure period.

A Nasdaq hearings panel is where a company can argue for continued listing on a timetable. SOBR Safe got one — continued listing until September 15, 2026 — but the grant was conditional, requiring the merger to close and initial listing standards to be met by that date. The delisting notice states that condition was not met.

The move to the OTC Markets does not necessarily mean the stock stops trading. The OTC Markets is an interdealer quotation system rather than an exchange: broker-dealers publish bid and ask prices for the stock there, and trades can still occur, but the requirements, oversight and reporting standards differ from Nasdaq's. The tiers matter — OTCQB is the middle tier, for companies that file with the SEC and meet continued reporting and minimum-bid standards; OTC Pink is the lowest.

The company's filing does not say what will happen to the merger beyond the board's assessment that the Nasdaq listing condition is unlikely to be satisfied before the October 15, 2026 termination date. Nasdaq's notice also leaves open the theoretical step of requesting review by the Nasdaq Listing and Hearing Review Council, but the company said the board decided not to pursue it, citing the expense.